Document mqMJjdBGpyjwMenjx4QnOGeD4

Gibraltar Casualty Company A Delaware Corporation UNDERWRITING MANAGER: Drydtn & Company, Inc., Ona Main Straat, Chatham, Naw Janay 07928 Policy No.: GMX OORT 8 Prior No.: New Producer:. Carl J. Johannes Co. 24300 Chagrin Blvd.. Suite 104 Beachwood. Chlo 441?? Code:______1 7^ Item 1. Insured's Name and Address DECLARATIONS -- R.P.M. Inc. (as per Uhderlying Insurance as described in Item 5 of this policy) 2628 Pearl Road Medina, Chio 44256 Item 2. Policy Period - From: October 31, 1979^o: May 18, 1980 (12:01 A.M. Standard Time at the address orthe Insured as statedneremr Item 3. Coverage/Limits of Liability This policy covers with respect to those coverages indicated below, and shall apply only as excess of the UNDER- . LYING LIMITS and then only up to the amount of GIBRALTAR'S LIMITS OF LIABILITY, shown below: GIBRALTAR'S LIMITS OF COVERAGE UNDERLYING LIMITS LIABILITY________ Excess Cbtorella Liability $1,000,000. each occurrence and annual aggregate where applicable, excess of various Underlying Primaries and/or Self-Insured Retentions $4,000,000. each occurrence and annual aggregate where applicable, excess of UNDERLYING LIMITS Item 4. Premium: $22,6l8. A) Deposit: $22,6l8. Rate- $*50 Premium Basis: per $1,000. Sales Tem --8) lUCKBSicMinimum: $22,618. Item 5. Schedule of Underlying Insurance: Columbia Casualty Ubfcrella Liability Policy No. RDU 365 3984. Endorsement Nunher(s) Attached: u1 , .... Dryden & Company, Inc., Underwriting Manager Noveirber 21. 1979 Date gg GCC 2 (Ed. 7-78) PRODUCER COPY Authorized Signature BON - 02837 Gibraltar Casualty Company Policy No.: aMX-66313- SERVICE CF PROCESS ENDORSEMENT Service of process upon the Company In connection with a claim arising under this policy may be made in any manner permitted by law. Where permitted, the Company hereby appoints the Commissioner of Insurance Cor equivalent insurance regulatory official) as its attorney in fact to accept such service of process, and forward the documents to: John T. Andrews, Jr. General Counsel Gibraltar Casualty Co. P.0. Box 908 213 Washington Street Newark, N. J. 07101 It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remair unchanged. Name of Insured-^__SlCi Endorsement-------------------------------------------------------------------- $1----------------------- Producer:------ Carl J. Johannes-Co.---------------------------------------------- Effective Date --IQ/31/79-------- 11/21/79 S3 Dryden & Company, Inc., Underwriting Manager GCC 3 (Ed 7-78) PRODUCER COPY BON - 02838 G-canar Casualty Company, a caoitai stock insurance company, inerem catiea uioraitan agrees wun me ,.,Uieu ..a.- eu t.ons maae a part nereof. m consideration of the payment of the required premium and sublet'to all tne terms ana conait.ons coney a 5;n-s TERMS AND CONDITIONS I. INSURING AGREEMENT To pay on behalf of the Insured the Ultimate Net Loss which the Insured shall become legally obligated to pay excess of the amount of the Insured's retention, if any, and excess of the Underlying Limits as stated in Item 3 of the Declarations, but only up to a total amount not to exceed Gibraltar's limits of liability as stated in Item 3 of the Declarations, resulting from an occur rence or occurrences insured by the terms and condi tions of the Underlying Insurance scheduled in Item 5 of the Declarations. The insurance afforded by this policy shall apply only after the Insured has paid its retention, if any, and the Under lying Insurance has paid such Underlying Limits. -- Except as may be otherwise provided by the terms and conditions of this policy, the insurance afforded by this policy shall follow the insuring agreements and is subject to the same warranties, terms, definitions, conditions, and exclusions, except as .to any renewal agreement, as are contained in the Underlying Insurance specified in Item 5 of the Declarations on the effective date of this policy. II. DEFINITIONS Ultimate Net Loss, as used herein, shall mean the sums paid by reason of adjudication or settlement of losses for which the Insured is liable after making deductions for all recoveries, salvages, and other insurances (other than recoveries under the Underlying Insurance, policies of coinsurance, or policies specifically in excess hereof), whether recoverable or not, and shall exclude all "Costs" except when they are included within the limits of lia bility by the terms of the Underlying Insurance specified in Item 5 of the Declarations. "Costs." as used herein, shall mean interest on judgments, investigation, adjustment and legal expenses, and fees including court costs and premiums on bonds, and shall exclude all expenses for salaried employees and counsel on retainer and all office expenses of the Insured. Underlying Insurance -- the policy(ies) specified in Item 5 of the Declarations and any other policy(ies) providing Underlying Limits. Underlying Insurer -- the insurer(s) specified in Item 5 of the Declarations and any other insurer(s) providing Under lying Limits. Underlying Limits - the limits as specified in Item 3 of the Declarations. III. MAINTENANCE OF UNDERLYING INSURANCE The Insured warrants that the Underlying Insurance and Underlying Limits specified in the Declarations shall be maintained in full force and effect during the currency of this policy, except for reduction of the aggregate limits solely by reason of payment of claims resulting from occurrences happening during the period of this policy. Failure to maintain the Underlying Insurance shall con stitute a breach of the terms and conditions of this policy by the Insured and shall automatically terminate this policy without notice unless Gibraltar consents thereto by endorsement issued to form part of this policy. Premium adjustment shall be made as soon as practicable thereafter but payment or tender of unearned premium is not-a con dition of termination. In the event of change in the premium or rating of the Underlying Insurance while the policy is in force, the Insured shall notify Gibraltar in writing as soon as prac ticable and, at the option of Gibraltar, the premium hereon may be adjusted accordingly. IV. NOTICE OF OCCURRENCE Whenever the Insured has information of an occurrence involving injuries or damages which may involve this policy, written notice shall immediately be given to Gibraltar. Such notice shall contain particulars sufficient to identify the Insured and full and complete information as may then oe available concerning the occurrence. Thereafter, the Insured shall advise Gibraltar of all subsequent developments in volving the occurrence and events which may affect Gibraltar's liability under this policy. If legal proceedings are instituted, the Insured shall immediately forward to Gibraltar all papers relating thereto, received by the Insured or the Insured's representative, together with reports of investigations with respect to the occurrence. The Insured . shall immediately give Gibraltar written notice of any substantial reduction in or exhaustion of the aggregate limits in the Underlying Insurance. V. ASSISTANCE, COOPERATION, AND DEFENSE Gibraltar shall have no obligation to participate in or to assume charge of the investigation, defense, or settlement of any claim made, or suits brought or proceedings insti tuted against the Insured even after the retention, if any, of the Insured and the Underlying Limits have been paid: but, it shall have the right and be given the opportunity to associate with the Insured and the Insured's Underlying Insurer and their defense counsel, in defense and control of any claim, suit, or proceeding relative to any occurrence, which in the opinion of Gibraltar, may involve liability on the part of Gibraltar under the terms of this policy. In the event of the exhaustion of the Underlying Limits, Gibraltar, at its sole discretion, may elect to assume control and de' fense of any or all claims, suits and proceedings which in its opinion, may involve this policy. The Insured warrants that it will extend the fullest coopera tion and assistance to Gibraltar as well as that of its agents, employees, and others who may be under its control in re questing, obtaining and making available any documents and information during the investigation, defense, and __ control of any claim or suit. Unless Gibraltar elects otherwise, the Insured shall be solelv responsible for the investigation, defense, settlement, and final disposition of any claim made or suit brought or pro ceeding instituted against the Insured to which this policy would apply and to which no Underlying Insurer is obli gated to defend. The Insured shall use due diligence and prudence to settle all such claims and suits which in the exercise of sound judgment should be settled, provided, however, that the Insured shall not make or agree to any settlement for any sum. which would involve the limits of this insurance, without the prior written approval of Gibraltar. VI. RIGHT OF APPEAL In the event the Underlying Insurer or the Insured elects not to appeal a judgment in excess of the Underlying Limits, Gibraltar may elect to conduct such appeal anc shall be liable only for such expenses incurred in the prose cution of the appeal including court costs, 'merest mo- BON - 02839 dental thereto and for premium on required appeal bonds which are not payable under Underlying Insurance. In the event a judgment is rendered in excess of the Under lying Limits and the Underlying Insurer elects to appeal such judgment, the duty of obtaining an appeal bond in regard to liability in excess of the Underlying Limits shall rest with the Insured and its Underlying Insurer. VII. PAYMENT. OF LOSS Payment under this policy with respect to any occurrence shall not be collectible unless and until the Insured or the Underlying Insurer(s) shall have paid the amount of the Underlying Limits plus Costs. Thereafter. Gibraltar prompr=ly shall pay on behalf of the Insured the amount of the loss falling within the terms of this policy. VIII. INSOLVENCY The insolvency of the Insured, Underlying Insurer, or both shall not increase the liability of Gibraltar and Gibraltar shall pay only such sums in excess of the amount of the Insured's retention, if any, and of the Underlying Limits. IX. OTHER INSURANCE If other valid and collectible insurance with any other in surer is available to the Insured covering a loss also covered by this policy, other than insurance that is specifically in excess of insurance afforded by this policy, the insurance afforded by this policy shall be in excess of and shall not contribute with such other insurance. X. SUBROGATION Inasmuch as this policy is "excess insurance", the Insured's right of recovery against any person or other entity cannot be exclusively subrogated to Gibraltar. It is, therefore, understood and agreed that in case of any payment here under, Gibraltar will act in concert with all other parties (including the Insured) concerned, in the exercise of such rights of recovery. The Insured shall do nothing after loss to prejudice such rights. The apportioning of any amounts which may be so recovered shall follow the principle that any parties (including the Insured) that shall have paid an amount over and above any payment hereunder, shall first be reimbursed up to the amount paid by them; Gibraltar is then to be reimbursed out of any balance then remaining up to the amount paid hereunder; lastly, the parties (in cluding the Insured) of whom this coverage is in excess are entitled to claim the residue, if any. Expenses necessary to the recovery of any such amount shall be apportioned be tween the parties (including the Insured) concerned, m the ratio of their respective recoveries as finally settled. If there is no recovery in proceedings conducted solely by Gibraltar, Gibraltar shall bear the expense thereof. XI. ASSIGNMENT Assignment of interest under this policy shall not bind Gibraltar unless and until its consent is endorsed hereon. XII. CHANGES Notice to or knowledge possessed by any person shall not effect a waiver or change in any part of this policy or estop Gibraltar from asserting any right under the terms of this policy; nor shall the terms of this policy be waived or changed, except by endorsement issued to form a part here of signed by Gibraltar. XIII. CANCELLATION This policy may be cancelled by the Insured by mailing to Gibraltar written notice stating when thereafter such cancellation shall be effective. This policy may be cancelled by Gibraltar by mailing to the Insured at the address shown in this policy written notice stating when not less than thirty (30) days or as soon thereafter as permitted by law, such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice and the ef fective date of such cancellation stated in the notice shall become the end of the policy period. If cancellation is at the request of the Insured, earned pre mium shall be computed in accordance with the customary short rate table and procedure. If Gibraltar cancels, earned premium shall be computed pro rata. If this policy insures more than one named Insured, cancellation may be effected by the first of such named Insureds for the account of all the named Insureds; notice of cancellation by Gibraltar to such first named Insured shall be deemed notice to all Insureds and payment of any unearned premium to such first named Insured shall be to the account of all interest herein. Premium adjustment may be made either at the time can cellation is effected or as soon as practicable after cancel lation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. In Witness Whereof. Gibraltar has caused this policy to be signed by its authorized officers, but this policy shall not be valid unless coun tersigned on the Declarations page of this policy by a duly authorized representative of Gibraltar. J! tAt Secretary President BON - 02840 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) It is agreed that the policy does not apply: I. Under any Liability Coverage, to injury, sickness, disease, death or destruction (a) with respect to which an Insured .under the policy is also an Insured, under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Associ ation, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an Insured under any such policy but' for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protec tion pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the Insured is^ or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. II. Under any Medical Payments Coverage, or under any Supplementary Payments provision relating to immediate medical or surgical relief, to expenses incurred with re spect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. III. Under any Liability Coverage, to injury, sickness, dis ease, death or destruction resulting from the hazardous properties of nuclear material if (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an Insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste or at any time possessed, handled, used, pro cessed, stored, transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used in this endorsement: "Hazardous properties" include radioactive, toxic or ex plosive properties; "nuclear material" means source material, special nuclear material or byproduct material; "source material," "special nuclear material," and "by products material" have the meanings given them m the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used-or exposed to radia tion in a nuclear reactor; "waste" means any waste material (1) containg byproduct material and (2) resulting from the operation by any per son or organization of any nuclear facility included with in the definition of nuclear facility under paragraph (al or (b) thereof; "nuclear facility" means (a) any nuclear reactor, (b) any equipment or device designated or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the' processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the Insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in any self-supporting chain reaction or to contain a critical mass of fissionable ma terial; with respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of ra dioactive contamination of property. BON - 02841 Producer: McDonOUgd O'apercoa/uj.c>f=*a^^ Location: _ Cleveland, Ohio BLANKET EXCESS LIABILITY POLICY (LAYERED FORM) DECLARATIONS ITEM 1. Insured'! Name and Address (No., Street; Town, Sure, Zip) REM, Inc., Etal (Per End.#l) 2628 Pearl Road Medina, Ohio 44256 L _] 04 o330 0024 Insurance is provided by tha company designated below (hereinafter called the Company) r Safeco Insuranca Company of America, Home Office: Seattle, Wash, SAFECO (a stock insurance company) herein called the Company. L _[ ITEM 2. ITEM 3. POLICY PEHIOO: S-^l-60 5-Rl-8l Inception (Mo. Day Yr.) Expiration (Mo. Day Yr.) 12:01 a.m. standard time at tne aodress of the nimtc insured at stated herein LIMIT OF LIABILITY: ITEM 4. UNDERLYING INSURANCE LIMIT OF LIABILITY $ 5*000,000 s 5*000,000 EACH OCCURRENCE S 5*000,000 AGGREGATE S 5*000,000 EACH OCCURRENCE AGGREGATE ITEM 5. PREMIUM: A. METHOD OF PREMIUM COMPUTATION: Plt ITEM 6. DEPOSIT PREMIUM: $ c (YYV ANNUAL MINIMUM PREMIUM: S 50we In the event of cancellation by the named imured, the company shall receive and retain not less than s500e minimum premium. ITEM 7. SCHEDULE OF UNDERLYING INSURANCE: * as the policy 1. Gibraltar Casualty Company, Policy 00044, Effective 5-31-80/81 Limits: $5,000,000 ea. occ./agg. excess primary 3$ SIR Named Insured Endorsement r This policy has been signed by the President and Secretary of the Company designated on the declarations page and 1 shall not be valid unless countersigned by an authorized representative of the Company. Secretary L President EASi Insurance Services (Ohio), Inc., 14701 Detroit Ave., Lakewood, Ohio 44107, 216/221-3737 COUNTERSIGNED AA. Authorized Rapresanuziv. DATE: July 1, 1980 FORM 80Q 8/78 BON - 02842 _J ~1 LAYERED FORM BLANKET EXCESS LIABILITY POLICY The Company designated on the Declarations page, (hereafter called the Company) agrees with the insured, named in the declarations made a parr hereof, in consideration of the payment of premium and in reliance upon the statements in the declarations and subject to the. limits of liability, exclusions, conditions and other terms of this policy: INSURING AGREEMENTS 1. Coverage. To indemnify the Insured for the Insured's ultimate net loss in excess of the insurance afforded under the Blanket Excess Liability or "Umbrella" policies specified in Item 7 of the Declarations, hereafter called underlying insurance, in full force and effect at the inception of this policy, provided that the insurance for Property Damage liability under this policy shall apply (1) to physical injury to or destruction of tangible property which occurs during the policy period, including loss- of use thereof any time resulting therefrom, or (2) loss of use of tangible property which has not been physically injured or destroyed provided such loss of use is caused by ah occurrence during the policy period. -- 2. Limit of Liability. The Company shall be liable only for the limit of liability stated in Item 3 of the Declarations in excess of the limit or limits of liability of the applicable underlying insurance policy or policies ail as stated in the declarations of this policy. The limit of liability stated in the declarations as applicable to "each occurrence" shall be the total limit of the Company's liability for all damages sustained as the result of any one occurrence, provided, however, in the event of .reduction or exhaustion of. the applicable aggregate limit or limits of liability under said underlying policy or policies solely for reason of losses paid thereunder on account of occurrences during this .policy period,-this-policy shalf in the'eveoioPfeduction, apply as excess of the reduced limit of liability thereunder. Subject to the applicable limit of liability as respects each occurrence, the limit of liability stated in the declarations as "aggregate" shall be the total limit of the Company's liability for all damages sustained during each annual period of this policy. 3. Policy Period. This policy applies only to occurrences which take place during the policy peripd. are contained in the underlying- insurance on the effective date of this policy, except, unless otherwise specifically provided in this policy, any such warranties, terms, conditions or exclusions relating . to premium, the obligation to investigate abd defend, the amount and limits of liability, and any renewal agreement 2. Notice of Occurrence. The Insured shall immediately advise EASI Insurance Services of any occurrence or disaster which may result in liability under this policy. The Company shall not, however, be called upon to assume charge of the settlement or defense of any claims made, or suits brought, or proceedings instituted against the Insured, but shall have the right and opportunity to be associatec with the Insured in the defense and trial of any such claims, suits or proceedings relative to any occurrence which, in the opinion of the Company, may create liability on the part of the Company under the terms of the policy. If the Company avails itself of such righand opportunity, the Insured and the Company shall cooperate in al respects so as to effect a final determination of the claim or claims .3. payment of Loss. It is a condition of this policy that the insuranct 'afforded under this policy shall apply only after all underlying insurance has been exhausted. Upon final determination b\ settlement award or-verdict; ot The liability of the Insured, th< Company shall promptly pay the Insured as the Insured shall pay, o be required to pay, the amounts of any losses falling within th terms or limits of this insurance. All losses covered under this policshall be due and payable by the Company within 30 days after the' are respectively ciaime'd and proof of loss filed with the Company ii conformity with this policy. Bankruptcy or insolvency of th Insured shall not relieve the Company of any of its obligation hereunder. DEFINITIONS . _ .. "Ultimate net loss" means all sums actually paid, or which the Insured is legally obligated to pay, as damages in settlement or satisfaction of ciaims-or-suits for which insurance is afforded by this policy, after proper deduction of all recoveries or salvage. CONDITIONS 4. Payment of Expenses. Loss, expeoses ancf legal expenses, includir court costs and interest, if !anVf. which may be incurred by th Insured with the consent of the Company in the adjustment c defense of claims, suits or proceedings shall be borne by th Company and the Insured in the proportion that each party's shar of loss bears to the total amount of said loss. Loss ex penhereunder shall not include salaries and expense of the Insured employees incurred in investigation, adjustment and litigation. 1. Maintenance of Underlying Insurance. The Insured warrants, and it is a condition of this policy, that at the inception of this policy, insurance afforded by the underlying policies of insurance (applying as excess over various policies of primary insurance) with limits of liability for said underlying insurance stated in Item 4 of the declarations, or renewals or replacements thereof not affording coverages other' than those at inception of this policy, shall be maintained in full effect during the period of this policy, except for reduction of aggregate limits solely as a result of payment of claims arising out of occurrences during this policy period. If such underlying insurance is not maintained in full effect by the Insured or if there is any change "in the scope of coverage under any underlying insurance, the 'insurance afforded by this policy shall apply in the same manner as though such underlying policies had been so maintained and unchanged. The insurance afforded by this policy is subject to the same warranties, terms (including the terms used to describe the application of the limits of liability), conditions and exclusions as 5. Appeal. In the event the Insured or any underlying insurer elec not to appeal a judgment in excess of the amount of the underlyii Insurance, the Company may elect to appeal at its expense and sh be liable for the expenses incidental thereto, but in no event sh the liability of the Company for ultimate net loss exceed the amou set forth in the policy plus the expenses incidental to such appeal. 6. Subrogation. In the event of any payment under this policy, t Company shall be subrogated to all the Insured's rights of recove therefor against any person or organization and the Insured sh execute and deliver instruments and papers and do whatever else necessary, to secure such rights. The Insured shall do nothing af loss to prejudice such rights. Any amount recovered as subrogation shall be apportioned in inverse order of payment of loss to the extent of actual payme The expenses of all such recovery proceedings shall be apportior in the ratio of respective recoveries. If there is no recovery proceedings conducted solely by the Company, the Company sf bear the expenses thereof. FORM 800 6/78 (Continued on Page Two) BON - 02843 7. PREMIUM. The deposit premium stated in the declarations is an estimated premium only. Upon termination of this policy, or at such other time as may be specified herein, the earned premium shall be computed in accordance with the method of computation stated in the declarations. If the earned premium thus computed exceeds the deposit premium paid, the named insured shall pay the amount in excess thereof to the Company; if less, the Company shall return to the named insured the unearned portion paid. In no event shall the earned premium be less than the minimum premium stated in the declarations, or the short rate or pro rata adjustment of the minimum premium described in the Cancellation condition of this policy, if this policy is canceled as therein provided. In the event of change in the premium or rating of any underlying insurance while this policy is in force, the named insured shall notify the Company in writing as soon as practicable and, at the option of the Company, the premium hereon may be adjusted accordingly. The Company shall have the right to examine the named insured's books and records at any time during the policy period and within one year thereafter for the purpose of determining actual earned premium. 8. CANCELLATION. This policy may be canceled by the named insured by mailing to EASI Insurance Services, written notice stating when thereafter such cancellation shall be effective. This policy may be canceled by EASI Insurance Services by mailing to the named insured at the address shown in this policy written notice stating when not less than 30 days thereafter such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice and the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery of such written notice either by the named insured or by EASI Insurance Services shall be equivalent to mailing. If the named insured cancels, earned premium shall be computed in accordance with the customary short rate table and procedure. If EASI Insurance Services cancels, earned premium shall be computed pro rata. In either event die minimum premium stated in the declarations shall be adjusted short rate or pro rata, as the case may be. However, in the event of cancellation or termination of the underlying insurance, this policy shall cease to apply at the same time without notice to the insured. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. EXCLUSIONS 2. This policy does not apply: Under any Coverage, to injury, sickness, disease, death or destruction; (a) with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof. or (2) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof with any person or organization. 3. Under any Liability Coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if; (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom, (b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. As used in Exclusions 2 and 3: "hazardous properties" includ.e radioactive, toxic or explosive properties; "nudear material" means source material, special, nuclear material or byproduct material; "source material," "special nudear material," arid "byproduct material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "waste" means any waste material (1) containing byproduct material and (2) resulting from the operation by any person or ' organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; "nudear facility" means (a) any nuclear reactor, (b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises Used for such operations; "nudear reactor" means any apparatus destined or used to sustain nudear fission in a self-supporting chain reaction or tc contain a critical mass of fissionable material; With respect to injury to or destruction of property, the wore "injury" or "destruction" includes all forms of radioactive contamination of property. FORM 300 6/78 (Final Page) BON - 02844 NAMED INSURED It is agreed that Item 1, of the Declarations, Named Insured, shall read as follows: REM, Inc Bonder International (Canada), Ltd* Bonder International, Inc. Mohawk Finishing Products (Canada), Ltd. Mohawk Finishing Products, Inc. Mac-O-Lac Paints, Lie. Briggs Brothers Paint Manufacturing Company F.O. Pierce Company Republic Powdered Metals, Inc. Floquil - Polly S. Color Corporation Gates Engineering Company, Inc. HEM Consumer Products, Inc. Broko Industries, Inc. Richard E. Thibaut, Inc. Alor Corporation Westgate Advertising; Inc. REM Internationa, Lie. H. Behlen & Brothers, Inc. Tropical Paint Company Probond, Inc. Vinylife, Inc. This endorsement when attached to it forms part of the policy. All other terms and conditions remain unchanged. POLICY NUMBER: INSURED: END. 1 EFFECTIVE: COMPANY: PRODUCER: 900-A 7f79 PREMIUM: % Federal Tax % State Tax % Stamping Fee TOTAL S S $ S $ $ $ $ By Date: July 1, 1980 kps Office: Cleveland_________ _ BON - 02845 Gibraltar Casualty Company A Delaware Corporation UNDERWRITING MANAGER: Drydtn St Company, Inc., On# Main Straat, Chatham, Naw Janay 07928 Prior No.:. New Producers Carl J. Johannes Co. P.O. Box 21 95________ __ Hudson. Ohio___4423 6__ Code:--------------------------------------------------------------- Item 1. Insured's Name and Address R.P.M., Inc. 2628 Pearl Road Medina, Ohio 44256 DECLARATIONS __ Item 2. Policy Period - From May 31, 1980 To May 31, 1981 (12:01 A.M. Standard Time at the address of the Insured as stated herein) Item 3. Retained Limit -- S 10,000. Item 4. Gibraltar's Limit of Liability A. Each Occurrence -- $5, 000, 000. B. Aggregate --55,000,000. Item 5. Premium $50,000. A. Deposit-S 50, 000. Rata $.59 Premium Basis per $1,000. Sales Item 6. Endorsement Number(s) Ar.acned -- #1, #2, #3, #4, #5, #6, #7, #8 8. Annual Minimum - S 50,000. GCC 5 (Ed. 11-78) June 3, 1980 scs tden & Company, Irjc., Underwriting Manager // ORIGINAL BON - 02846 Gibraltar Casualty Company SCHEDULE A UNDERLYING INSURANCE Attached to Policy No. GMU 00044 CARRIER, POLICY. AND TERMTYPE OF COVERAGEAPPLICABLE LIMITS Aetna C & S Policy No. (to be determined) 5/31/80 - 81 Comprehensive General Liability $1,000, 000. Combined Sine Limit Aetna C & S Policy No. (to be determined) 5/31/80 - 81 Comprehensive $1,000,000. Combined Sine Automobile Liability Limit Cardinal Casualty Policy No. (to be determined) 5/31/80 - 81 Products Liability $1,000,000. Combined Sine Limit BON - 02847 Gibraltar Casualty Company Policy No.: POLLUTION AND CONTAMINATION EXCLUSION GMU 00044 This policy shall not apply to Personal Injury or Property Damage arising out of the discharge, dispersal, release, or escape of smoke, vapors, soot, fumes, afflds, alkalis, oil or other petroleum substance, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water; but this exclusion does not apply if such discharge, dispersal, release or escape is sudden and accidental. It is understood and agreed that this policy is hereoy amended as indicated. All other terms and conditions remain unchanged. Namsnt inqirwl' R.P.M., Inc . Endorsement.il Producer:Carl J. Johannes Co. Fffprtive Oate: 5/31/8 0 6/3/80 SCS Dryden & Company. Inc., Underwriting Manager GCC 2 iEd 7 781 ORIGINAL bon - 02848 Gibraltar Casualty Company Policy No.: GMU 00044 CARE, CUSTODY. & CONTROL EXCLUSION It Is agreed that this insurance does not apply to liability arising out of Property Damage to: 1) property owned or occupied by or rented to the Insured; 2) property used by the Insured; 3) property in the care, custody, or control . of the Insured or property over which the Insured is for any purpose"exercising physical control. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of insured- R.P.M. , Inc. Endorsement:---------------------------------------------------------SJ------------------- Producer:Carl J. Johannes Co. Effective Date--------------------------------------------------- 5/31/8 0-- 6/3/80 scs |_A A_____ _ I _ ^ | t_ J/.M. ORIGINAL BON - 02849 Gibraltar Casualty Company Policy No.: gym 00044 ERISA EXCLUSION It is agreed that this policy does not apply to loss arising out of liability imposed upon any Insured by the Employee Retirement Income Security Act of 1974 or any amendments or additions thereto. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured: R.P.M., Inc Endorsement. Producer: Carl J. Johannes Effective Date: 5/31/8 0 6/3/80 scs p " - ------ '-- "--1-----Authorized Signature ORIGINAL BON - 02850 Gibraltar Policy No.: OMTT 00044 Casualty Company EXPLOSION COLLAPSE AND UNDERGROUND PROPERTY DAMAGE FOLLOWING FORM It is agreed that, except to the extent that coverage is provided in the underlying insurance at the underlying limits as set forth in the Schedule of Underlying Insurance, this policy does not apply to: (A) Damage to or destruction of any property arising out of (1) blasting or explosion other than the explosion of air or steam vessels, piping under pressure, prime movers, machinery or power transmitting equipment, or (2) the collapse of or structural injury to any building or structure due (a) to grading of land, excavating, burrowing, filling, backfilling, tunneling, pile driving, coffer dam or caisson work or (b) to moving, shoring, underpinning, raising or demolition of any building or structure or removal or rebuilding of any structural support thereof. (B) Damage to or destruction of wires, conduits, pipes, mains, sewers, tanks, tunnels, any similar property, and any apparatus in connection therewith, beneath the surface of the ground or water, caused by and occurring during the use of mechanical equipment for the purpose of grading land, paving, excavating, drilling, burrowing, filling, back filling, or pile driving; and property damage to any other property at any time resulting therefrom. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name nf Insured- R.P.M., Inc . Endorsement: __it6 Producer:Cax 1 J. Johannes Co. r ffwTivp Date 5/31 /8 0______ 6/3/8 0 SCS GCC 3 ISO 7.78) Dryden & Company, Inc., Underwriting Manager ORIGINAL BON - 02851 Gibraltar Casually Company Policy No.: &KJ 00044 MEDICAL MALPRACTICE FOLLOWING FORM ENDORSEMENT It is agreed that the coverage provided by this policy does not apply to liability arising out of: (a) the rendering of or failure to render (1) medical, surgical, dental, X-Ray or nursing service or treatment, or the furnishing of food or beverages in connection therewith; (2) any service or treatment conducive to health or of a professional nature; or (3) any cosmetic or tonsorial service or treatment; (b) the furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; unless such ` liability is covered by valid and collectible underlying policies as set forth in Schedule A Under lying Insurance, and then only for such hazards for which coverage is afforded by such underlying insurance. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured:______ R.P.M., Inc . Endorsement:_______________________________ ------------------------ Producer;Carl J. Johannes Co. Effective Date- 5/31/80 6/3/80 scs CC 3 iEd 781 ORIGINAL Gibraltar Casualty Company Policy No.: QtfU 00044 SERVICE QP PROCESS ENDORSEMENT Service of process upon the Company In connection with a claim arising under this policy may he made"In any manner permitted by law. Where pennittedj the Company hereby appoints the Corrmissioner of Insurance (or equivalent insurance regulatory official) as its attorney In fact to accept such service of process, and forward the documents to: John T. Andrews, Jr: General Counsel Gibraltar Casualty Co. P.0. Box 908 213 Washington Street Newark, N. J. 07101 It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. N..ame of,.Insured. :------------------- 1----I--n---c-- Endorsement: Producer: Carl J. Johannes Co Effective Date' 5/31/8 0 6/3/80 scs Dryden& Company, Inc., Underwriting Manager t GCC 3 (Ed 7 78< ORIGINAL BON - 02853 Gibraltar Casualty Company NAMED INSURED RPM, Inc. Bondex International (Canada) Ltd. Bondex International, Inc. __ Mohawk Finishing Products (Canada) Ltd. Mohawk Finishing Products, Inc. Mac-O-Lac Paints, Inc. Briggs Brothers. Paint Manufacturing Company F. 0. Pierce Conpany Republic Powdered Metals, Inc. Floquil-Polly S. Color Corporation Gates Engineering Conpany, Inc. RPM Consumer Products, Inc. Proko Industries, Inc. Richard E. ThlJbaut, Inc. Alox Corporation Westgate Advertising, Inc. REM International, Inc. H. Behlen & Brothers, Inc. Tropical Paint Conpany Probond, Inc. Vinylife, Inc. INACTIVE SUBSIDIARIES OR DISC CORPORATICNS Lexington Paint and Varnish Corporation Dutch Masters Paint and Chemical, Inc. Lee Forbes & Cccpany, Inc. Alox International Sales Corporation Policy No.: GMU 00044 Page 1 of 2 1 i is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of ii Inc * Endorsement! .,-^9................... Prnrinrpr- Carl J. Johannes Co. Effective Date: 5/31/80 a 7-78) ORIGINAL BON - 02854 Gibraltar Casualty Company EXCLUDED SUBSIDIARIES Designcraft Fabric Corporation Republic D & B, Inc. , The Dean & Barry Conpany RPCWj Inc. Mameco International, Inc. L. D. Wracm, Inc. Mameco Europe, S. A. Medina County Travel Service Policy No.: CMJ 00044 Page 2 of 2 It is understood and agreed that this policy is hereoy amended as indicated. All other terms and conditions remain unchanged. Name of inc.roH- R-P-M., Inc.-------------------------------------------------- Endorsement: --19----------------------- Producer: Carl J. Johannes Co. Effective Dare- 5/31/80 8/20/80 gs Drvden & Com panv, Inc., Underwriting Manager 7-78) ORIGINAL BON - 02855 Gibraltar Casualty Company Palicv Mn GMU 0004L In consideration of the premium charged, it is agreed Endorsement number 3 and Endorsement number 5 are deleted. It is understood and agreed that this policy is hereby amended as Indicated. All other terms and conditions remain unchanged. Name of Insured:____------------------------------------------- Fndnrsement:__ $10--------------------------- pmriiirpr* Carl J. Johannes Co. Fffectivp Harp- S/^l/SQ---------- 8/20/80 gs Dryden & Company, (no^JJadaocfnting Manager <S ^ Autnorized iignat^re GCC 3 <Ea. 7-78) ORIGINAL BON - 02856 Gibraltar Casualty Company (MJ 00044 Policy No.: AMENDMENT OP CANCELLATION CONDITION Except with respect to cancellation for non-payment of premium, it is agreed that the second sentence of Policy Condition kCancel lation is amended to read as follows: This Policy may be cancelled by Gibraltar by mailing to the Insured, at the address shown in this policy, written notice stating when, not less than SIXTY (60)days thereafter such cancellation shall be effective. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of insured- R.P.M. , Ihc. Endorsement: #11 Producer:Carl J. Johannes Co. Effective Date:J5Z31/SQ 8/21/80 gs r.rr -j iPh 7 7RI Dr^den & Company, Inc., Underwriting Manager / \ V i Authorized Signature ORIGINAL BON - 02857 Gibraltar Casualty Company Policy No.: GMJ 00044 EMPLOYERS LIABILITY - UNDERLYING INSURANCE It is agreed that as taspects Personal Injury sustained by any employee of the Named Insured the insurance afforded by this policy shall be excess of a primary limit of $100,000. each Accident or Occurrence, whether or not such primary limit is provided by underlying insurance. It is understood and agreed that this policy is hereby amended as indicated. At! other terms arid conditions remain uncnanged. Name of Insured-.--__ ___________ lUC.._________________ __________F d-v-jr.-ent.--12--------------------------------------- Producer:.. __ JlaTl_<L_ Johannes Co.______________ _______ Effective Cate _5/31/80--------------------- 8/22/80 gs Jan Jf, T/imnanv In/* ! InrlervvfItifia Manbaer ORIGINAL BON - 02858 Gibraltar Casualty Company Policy No.: GMU 00044 It Is agreed Schedule A Is amended to Include: Carrier, Policy and TemCoverage ______________ Applicable Limits Great Northern Insurance Co. Policy No. 7119-74-91 May 31j 1980-81 Foreign General Liability $1,000,000. Confcined Single Limit It is understood and agreed that this policy is hereby amended as indicated. All other terms and conoit.ons remain unchanged. Name Of I figured- R. P.M. , filC._ Endorsement: , ^3 Producer: Carl J. Johannes Co. Effective Date: 5/31/80 8/21/80 gs Dryden & Company, Inc.. Underwriting Manager Autnorized Signature C 7.73) ORIGINAL BON - 02859 Gibraltar Casualty Company Policy No.: GMJ 00044 In consideration of the premium charged, it is agreed Item 5 of the Declarations, Rate, is amended_to read: .542 It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of incirprt- RP.M., Inc.______ Endorsement:. #14 Producer:. Carl J. Johannes Co. Effective Date;. 5/3V80 8/21/80 gs Dryden & Company Inc.. Underwriting Manager ^__________ Authorized S.onat-re 3CC 3 red. 7-78) ORIGINAL BON - 02860 Gibraltar Casually Company In consideration of the premium charged, it is agreed Schedule A is amended to include: CARRIER, POLICY & TERM ALOX CORPORATION TYPE OP COVERAGE APPLICABLE LIMITS U.S.F.&G. Policy No. 1CCD54613 6/1/80 - 6/1/81 Comprehensive General Liability Bodily Injury $1,000,000. Each Occurrenc Property Damage $500,000. Each Occurrence $500,000. Aggregate U.S.F.&G. Policy No. BAP289676 6/1/80 - 6/1/81 Admiral Policy No. AOCM1071 6/1/80 - 6/1/81 Auto Liability Property Damage Explosion Only $500,000. Combined Single Limit $500,000. Each Occurrence $500,000. Aggregate It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured: R.P-M._,--InC_.------------------- Endorsement:______ $15------- Producer:______ Carl J. Johannes Co. Effective Date:____ 6/1/80. 9/4/80 SCS GCC 3 (Ed. 7-781 ORIGINAL (, d/ Ji / au-o/ ji/ ox / Gibraltar Casualty Company A DELAWARE CORPORATION UNDERWRITING MANAGER: Dryden Company, Inc., One Main Street, Chatham, New Jersey 07928 Umbrella Liability Policy mcocjnouGH capeffran sHePHeRD GROUP MCDONOUGH CAPERTON/CLEVELAND Suite 106 3733 Perk East. Cleveland. Ohio 44122 (216) 464-6920 A Subsidiary of Prudential Insurance Company of America GCC 4 (11-78) BON - 02862 uioriAL i AM CASUAL i Y COMPANY POLICY PROVISIONS Gibraltar Casualty Company, a capital stock insurance company (herein called Gibraltar), agrees with the Insured named in the Decla rations, in consideration of the payment of the required premium and subject to all the terms of this policy: 1. INSURING AGREEMENT Gibraltar will pay on behalf of the Insured the Ultimate Net Loss, in excess of the applicable underlying or retained limit, which the Insured shall become legally obligated to pay as damages because of: A. Personal Injury; B. Property Damage; or C. Advertising Injury to which this policy applies, caused by an Occurence. II. DEFENSE, SETTLEMENT,SUPPLEMENTARY PAYMENTS A. With respect to Personal Injury, Property Damage, or Advertising Injury covered by underlying insurance, Gibraltar shall not be called upon to assume charge of the investigation, defense, or settlement of any claim made or suit brought or proceedings instituted against the Insured but shall have the right and be given the opportunity to associate with the Insured in defense and control of any claim, suit, or proceeding relative to any Occurrence which in the opinion of Gibraltar may involve liability on the part of Gibraltar under the terms of this policy. If Gibraltar avails itself of such right and opportunity, Gibraltar shall do so at its own expense. Court costs and interests, if incurred with the consent of Gibraltar, shall be borne by Gibraltar in the proportion that its share of Ultimate Net Loss bears to the total amount of Ultimate Net Loss. B. With respect to Personal Injury, Property Damage, or Advertising Injury not covered by underlying insurance but within the coverage provided by this policy, or if the limits of liability of underlying insurance are ex hausted by payment of judgment or settlements because of Personal Injury, Property Damage, or Ad vertising Injury during the period of this policy, Gibraltar shall: 1. have the right and duty to defend any suit against the Insured seeking damages on account of such Personal Injury, Property Damage, or Advertising Injury even if any of the allegations of the suit are groundless, false, or fraudulent, and may make such investigation and settlement of any claim or suit as it deems expedient, but Gibraltar shall not be obligated to pay any claim or judgment or to defend any suit after Gibraltar's limit of liability has been exhausted by payment of judgments or settlements. 2. in addition to the amount of Ultimate Net Loss payable: a) pay all expenses incurred by Gibraltar, all costs taxed against the Insured in any suit de fended by Gibraltar, and the interest on the amount of any judgment therein which ac crues after entry of the judgment and before Gibraltar has paid or tendered or deposited in court that part of the judgment which does not exceed the limit of Gibraltar's liability thereon; b) pay premiums on appeal bonds required in any suit, premium of bonds to release attach ments in any such suit for an amount not in excess of the applicable limit of liability of this policy, and the cost of bail bonds re quired of the insured because of accident or traffic law violation arising out of the use of any vehicle to which this policy applies, but Gibraltar shall have no obligation to apply for or furnish any such bonds; c) pay reasonable expenses incurred by the In sured at Gibraltar's request in assisting Gibraltar in the investigation or defense of any claim or suit, including actual loss of earn ings. In jurisdictions where Gibraltar may be prevented by law or otherwise from carrying out this agreement, Gibraltar will indemnify the Insured for such expense incurred with its written consent in accordance with this provision. III. PERSONS OR ENTITIES INSURED A. The named Insured is the organization(s) named in the Declarations of this policy and includes: 1. any subsidiary company including subsidiaries thereof and any other company under their con trol and active management at the inception date of this policy; 2. new organizations acquired by the named Insured during the policy period through consolidation, merger, purchase of the assets of, or assumption of control and active management provided such ac quisition or assumption is reported within 60 days after it is effected and provided further such ac quisition is endorsed on this policy; 3. if the named Insured is a partnership or a joint venture, any partner or member thereof is in cluded as a named Insured but only with respect to his liability as a partner or member of such partnership or joint venture; 4. if the named Insured is an individual, the person so designated but only with respect to the conduct of a business of which he is the sole proprietor and the spouse of the named Insured with respect to the conduct of such a business; B. Each of the following is an Insured under this policy to the extent set forth below: 1. any person, organization, trustee, or estate to whom or to which the named Insured is obligated by virtue of a written contract or permit to provide insurance such as is afforded by the terms of this policy, but only with respect to operations by or on behalf of the named Insured or to facili ties of or facilities used by the named Insured and then only to the extent of the coverage required by such contract and for the limits of liability specified in such contract in excess of the retained limit, but in no event for insurance not afforded by this policy nor for limits of liability in excess of the applicable limits of liability of this policy; 2. at the option of the named Insured and subject to the terms of the coverage of this insurance, any ad ditional Insured(s) included in the underlying insurance listed in Schedule A but only to the ex tent that insurance is provided for such additional Insured(s) thereunder; BON - 02863 ' 3. except with respect to the ownership, mainten ance, or use, including loading or unloading, of automobiles or aircraft, any officer, employee, director, or stockholder of the named Insured while acting on behalf of such named Insured, or any person or organization while acting as real estate manager for the named Insured; 4. any person while using, with the permission of the named Insured, any automobile or aircraft owned by, loaned to. or hired for use by or on behalf of the named Insured and any person or organization legally responsible for the use thereof, provided the actual operation or other actual use is within the scope of such permission, and any officer, director, or stockholder of the named Insured with respect to the use of an automobile or aircraft not owned by the named Insured but only while such automobile or aircraft is being used in the business of the named Insured. The insurance with respect -- to any person or organization other than the named Insured does not apply under this Para graph 4: a) to any person or organization or to any agent or employee thereof, operating an automobile sales agency, repair shop, service station, stor age garage, or public parking place; b) with respect to any automobile or aircraft hired by or loaned to the named Insured, to the owner, or a lessee of whom the named Insured is a sub-lessee thereof, other than the named Insured, or to any agent or employee of such owner or lessee; c) to any manufacturer of aircraft, aircraft en gines, or aviation accessories, or any aviation sales, service, or repair organization, or airport or hangar operator or their respecitve employees or agents. LIMITS OF LIABILITY Regardless of the number of (1) Insureds under this policy; i2) persons or organizations who sustain Personal Injury, Property Damage, or Advertising Injury; (3) claims made or suits brought on account of Personal Injury, Property Dam age, or Advertising Injury; (4) automobiles, aircraft, or vatercraft to which this policy applies; or (5) coverages jnder which Ultimate Net Loss is insured in this policy, 3ibraltar's liability with respect to Personal Injury, Proper:y Damage, Advertising Injury, or any combination thereof, .nail be only for the Ultimate Net Loss in excess of the nsured's Retained Limit, and then for an amount not ex.eeding the amount specified in Item 4A of the Declararons arising out of any one Occurrence-during the policy /eriod. "here is no limit to the number of Occurrences during the olicy period for which claims may be made hereunder, exept that the liability of Gibraltar 1. because of all Personal Injury and Property Dam age included within the Products Hazard and all Personal Injury' and Property Damage included within the Completed Operations Hazard, or both combined; or 2. because of all Occupational Disease sustained by all employees of Insureds arising out of and in the course of their employment, ising out of all Occurrences during each policy period lall not exceed the aggregate limit of liability stated in em 4B of the Declarations. If the aggregate limits of liability of the underlying insur ance listed in Schedule A are reduced or exhausted because of Personal Injury, Property Damage, or Advertising Injury which occur during the period of this policy, Gibraltar will, during the policy period of this policy and subject to Gibraltar's limit of liability stated above, continue such coverage as is afforded by such listed underlying insurance for the remainder of the policy period of such underlying insurance in excess of the reduced or exhausted limits. In those cases where the underlying insurance listed in Schedule A contains an aggregate limit of liability for all insured damages arising out of: 1. Advertising Injury, or 2. automobile Personal Injury, or automobile Property Damage, or both combined, or 3. other Personal Injury, or other Property Damage, or both combined, or 4. any combination of alt or part(s) of the foregoing, Gibraltar's liability shall likewise be limited to the amount stated as the aggregate limit of liability in Item 4B of the Declarations with respect to all Ultimate Net Loss caused by one or more occurrences during each policy period while this policy is in force commencing from its effective date. For the purpose of determining the limits of Gibraltar's liability (1) all Personal Injury and Property Damage arising out of continuous or repeated exposure to substantially the same general conditions shall be considered as arising out of one Occurrence, and (2) with respect to Advertising Injury, all injury arising out of any advertisement, publicity article, broadcast or telecast, or any combination thereof, involving the same injurious material or act, regardless of the frequen cy or repetition thereof or the number or kind of media used, whether claim is made by one or more persons, shall be deemed to arise out of one Occurrence. V. DEFINITIONS A. Advertising Injury means damages which arise out of: 1. unintentional libel, slander, or defamation; 2. infringement of copyright or title or slogan; 3. piracy or unfair competition or idea misappropria tion under an implied contract: 4. invasion of rights of privacy; committed or alleged to have been committed in any advertisement, publicity article, broadcast, or telecast and arises out of the named Insured's ad-- vertising activities. B. Completed Operations Hazard - means Personal In jury and Property Damage arising out of opera tions or reliance upon a representation or warranty made at any time with respect thereto, but only if the Personal Injury or Property Damage occurs after such operations have been completed or abandoned and occurs away from premises owned by or rented to the Insured. Operations include materials, parts, or equipment furnished in connec tion therewith. Operations shall be deemed com pleted at the earliest of the following times: 1. when all operations to be performed by or on behalf of the Insured under the contract have been completed; 2. when all operations to be performed by or on behalf of the Insured at the site of the opera tions have been completed; or BON - 02864 (2) 3. when the portion of the work out of which * the injury or damage arises has been put to its intended use by any person or organization other than another contractor engaged in per forming operations for a principal as a part of the same project. Operations which may require further service or maintenance work or correction, repair, or replace ment because of any defect or deficiency, but which are otherwise complete shall be deemed completed. The "Completed Operations Hazard" does not in clude Personal Injury or Property Damage arising out of (1) operations in connection with the transportation of property, unless the Personal In jury or Property Damage arises out of a condition in or on a vehicle created by the loading or un loading thereof, (2) the existence of tools, unin stalled equipment, or abandoned, or unused_ materials. C. Insured's Products - means goods or products manu factured, sold, handled, or distributed by the In sured or by others trading under his name, includ ing any container thereof (other than a vehicle), but "Insured's Products" shall not include a vend ing machine or any property other than such a container, rented to or located for use of others but not sold. D. Occurrence means: 1. with respect to Personal Injury and Property Damage, an accident, a happening, an event, or a continuous or repeated exposure to con ditions which results during the policy period in Personal Injury or Property Damage neither expected nor intended from the standpoint of the Insured. All such exposure to substantially the same general conditions shall be deemed one Occurrence; 2. with respect to Advertising Injury, an act or series of acts in which the same or similar ad vertising material is used, regardless of the number or kind of media used, committed during the policy period which causes such Advertising Injury. All damages involving the same injurious material or act, regardless of the frequency or repetition thereof, the num ber or kind of media used, or the number of claimants shall be deemed to arise out of one Occurrence. E. Occupational Disease means bodily injury by disease as insured by Coverage B of the standard Workers' Compensation and Employers' Liability Policy. F. Personal Injury - means: 1. bodily injury, sickness, disease, disability, shock, fright, mental anguish, and mental injury, in cluding death at any time resulting therefrom; 2. false arrest, false imprisonment, wrongful en try, wrongful eviction, wrongful detention, malicious prosecution and humiliation; 3. the publication or utterance of a libel or slan der or of other defamatory or derogatory material, or a publication or utterance in vio lation of rights of privacy, except where any of the foregoing arises out of the Insured's advertising activities; 4. racial, religious, sex. or age discrimination (un less insurance thereof is prohibited by law) not committed by or at the direction of the Insured, but only with respect to liability other than for fines and penalties imposed by law; and 5. assault and battery not committed by or at the direction of the Insured unless committed for the purpose of preventing or eliminating danger to persons or property. G. Products Hazard - means Personal injury and Prop erty Damage arising out of the named Insured's products or reliance upon a representation or war ranty made at any time with respect thereto, but only if the Personal Injury or Property Damage occurs away from premises owned by or rented to the named Insured and after physical possession of such products has been relinquished to others. H. Property Damage - means (1) Physical injury to or destruction of tangible property, including the loss of use thereof at any time resulting therefrom, or (2) loss of use of tangible property which has not been physically injured or destroyed, provided such loss of use is caused by an Occurrence during the policy period. I. Retained Limit-means: 1. with respect to Personal Injury, Property Dam age, or Advertising Injury covered by the underlying insurance stated in Schedule A, an amount equal to the applicable limit(s) of liability stated in Schedule A plus the limit(s) of any other insurance collectible by the In sured (other than insurance purchased specifi cally in excess of this policy), and 2. with respect to Personal Injury, Property Dam age, or Advertising Injury not covered by the underlying insurance stated in Schedule A, but within the coverage provided by this policy, the amount stated in Item 3 of the Declara tions or the amount of any other collectible insurance (other than insurance purchased speci fically in excess of this policy) which is avail able to the insured. In the event the amount of said other collectible insurance is less than the amount stated in Item 3 of the Declara tions, the Insured shall retain for the Insured's own account the difference between the amount available from said other collectible insurance and the amount stated in Item 3 of the Declarations. J. Ultimata Net Loss-means the sums paid or pay able by reason of adjudication or settlement of losses for which the Insured is liable after making deductions for all recoveries, salvages, and other insurances (other than recoveries under the under lying insurance policies, or policies of co-insurance, or policies specifically in excesss hereof), whether -recoverable or not, and shall exclude (1) al.l loss expenses and legal expenses (including interest on judgments, investigation, adjustment, and legal ex penses. .and fees including taxed court costs and premiums on bonds), unless they are included within the limit of liability of the underlying in surance listed on Schedule A; and (2) all expenses for salaried employees and counsel on retainer and all office expenses of the insured. Gibraltar, or any underlying insurer. (3) BON - 02865 EXCLUSIONS This policy does not apply: A. to any obligation for which the Insured or any carrier as his insurer may be held liable under any workers' compensation, unemployment 'compensation, or dis ability benefits law or under any similar law, provided, however, that this exclusion does not'apply to liability of others assumed by the named Insured under con tracts. B. to Property Damage: 1. to property owned by the Insured; or 2. to the Insured's Products arising out of such products or any part of such products; or 3. to work performed by or on behalf of the Insured arising out of the work or any por tion thereof, or out of materials, parts, or equipment furnished in connection therewith. 4. arising from the loss of use of tangible property which has not been physically injured or destroyed resulting from: i. a delay in or lack of performance by or on behalf of the named Insured of any contract or agreement; or ii. the failure of the named Insured's Products or work performed by or on behalf of the named Insured to meet the level of per formance, quality, fitness, or durability warranted or represented by the named In sured; but this exclusion does not apply to loss of use of other tangible property re sulting from the sudden and accidental physical injury to or destruction of the named Insured's Products or work per formed by or on behalf of the named In sured after such products or work have been put to use by any person or organi zation other than an Insured: or C. to damages claimed for the withdrawal, inspection, re pair, replacement, or loss of use of the named Insured's Products or work completed by or for the named Insured or of any property of which such products or work form a part if such products, work, or property are withdrawn from the market or from use because of any known or suspected defect or deficiency .therein. D. to Advertising .Injury resulting from 1. failure of performance of contract; or 2. infringement of trademark, service mark, or trade name of goods or services sold, offered for sale, or advertised, but this exclusion shall not relate to titles or slogans; or 3. incorrect description of any article or com modity; or 4. mistake in advertised price. CONDITIONS A. Underlying Insurance The named Insured shall maintain the underlying policies and renewals thereof with limits of lia bility as stated in Schedule A in full effect during this policy period, except for any reduction or exhaustion of the aggregate limit or limits con tained in such policies solely by payment of claims arising out of Occurrences which happen during this policy period. Failure of the named Insured to comply with the foregoing shall not (4) invalidate this policy, out in tne event ot sucn failure. Gibraltar shall be liable only to the extent that it would have been liable had the named In sured complied therewith. As this policy is excess insurance, the named In sured warrants that coverage under the uninsured motorist laws and "no fault" laws will be main tained during the policy period. It is agreed that the named Insured shall promptly reimburse . Gibraltar for any amount of ultimate net loss paid on behalf of any Insured as respects any payment made under an uninsured motorist law, "no fault" law, or any similar law. The named Insured shall give Gibraltar written notice as soon as practicable of (1) any change in the named Insureds, in the scope of coverage or in the amount of limits of insurance, under any underlying policy, and (2) the termination of any coverage or exhaustion of aggregate limits of any underlying insurer's liability. B. Premium The premium set forth in the Declarations is an estimated premium only, unless indicated as a fixed premium. Upon, termination of this policy, where the premium is estimated, earned premium `shall be computed in accordance with the premi um computation provisions of an endorsement at tached hereto. Where the earned premium thus computed exceeds the estimated advance premium paid, the named Insured shall pay the excess to Gibraltar; where less, Gibraltar shall return the named Insured the unearned portion paid by the named Insured. The named Insured shall maintain records of such information as is necessary for premium computa tion and shall send copies of such records to Gibraltar at the end of the policy period and at such times during the policy period as Gibraltar may direct. C. Inspection and Audit Gibraltar shall be permitted, but not obligated, to inspect the named Insured's property and opera tions at any time. Neither Gibraltar's right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on behalf of or for the benefit of the named Insured or others to determine or warrant that such prop erty or operations are safe or healthful, or are in compliance with any law, rule, or regulation. Gibraltar may examine and audit the named Insur ed's books and records at any time during the policy period and extensions thereof, and within three years after the final termination of this policy, as far as they relate to the subject matter of this insurance. D. Insured's Duties in the Event of Occurrence. Claim, or Suit 1. In the event of an Occurrence which is rea sonably likely to involve this insurance, writ ten notice containing particulars sufficient toidentify the Insured and also reasonably ob tainable information with respect to the time, place, and circumstances thereof, and the names and addresses of the injured and of available witnesses, shall be given by or for the insured to Gibraltar or any of its autho rized representatives as soon as practicable. BON - 02866 2. It claim is made or suit is brought against the * Insured, the Insured shall immediately forward to Gibraltar every demand, notice, summons, or other process received by the Insured or the Insured's representative. 3. The Insured shall cooperate with Gibraltar and, upon Gibraltar's request,, assist in making settlements ip the conduct of suits and in en forcing any right of contribution or indemnity against any person or organization who may be liable to the Insured because of Personal Injury, Property Damage, or Advertising Injury with respect to which insurance is afforded under this policy. The Insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not, except at the Insured's own cost, voluntarily make any payment, assume any obligation, or incur any expense. 4. The named Insured shall promptly reimburse Gibraltar for any amount of Ultimate Net Loss paid on behalf of any Insured within the Retained Limit. E. Appeals If the Insured or the Insured's underlying insurer elects not to appeal a judgment in excess of the Retained Limit, Gibraltar may elect to do so at its own expense and shall be liable for the taxable costs, disbursements, and interest incidental there to, but in no event shall the liability of Gibraltar for Ultimate Net Loss exceed the amount specified in the limits of liability section of the Declara tions plus the taxable costs, disbursements, and interest incidental to such appeal. F. Action Against Gibraltar No action shall lie against Gibraltar unless, as a condition precedent thereto, there shall have been full compliance with all the terms of this policy, nor until the amount of the Insured's obligation to pay shall have been finally determined, either by judgment against the Insured after actual trial or by written agreement of the Insured, the claim ant, and Gibraltar. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall there after be entitled to recover under this policy to the extent of the insurance afforded by this policy. No person or organization shall have any right under this policy to join Gibraltar as a co defendant in any action against the Insured to determine the Insured's liability, nor shall Gibraltar be impleaded by the Insured or his legal represen tative. Bankruptcy or insolvency of the Insured shall not relieve Gibraltar of any of its obligations hereunder. G. Other Insurance If other valid and collectible insurance with any other insurers applicable to any loss or expense covered by this policy is available to the Insured (other than insurance which is in excess of the insurance afforded by this policy), the insurance afforded by this policy shall be in excess of and shall not contribute with such other insurance. Nothing herein shall be construed to make this policy subject to the terms of other insurance. If collectible insurance under any other policy of Gibraltar is available to the Insured, covering a loss also covered hereunder (other than underlying insurance of which the insurance afforded by this 15) policy is in excess). Gibraltar's total liability shall in no event exceed the greater or greatest limit of liability applicable to such loss under this or any other such policy. H. Subrogation In the event of any payment under this policy, Gibraltar shall participate with the Insured and any underlying insurer in the exercise of all the Insured's rights of recovery therefor against any person or organization. The Insured shall do noth ing after loss to prejudice such rights and shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The apportionment of any amounts which may be recovered shall be made as follows: Any interest, including the Insured's that shall have paid an amount in excess of any pay ment hereunder shall first be reimbursed to the extent of its actual payment. Gibraltar shall be reimbursed next out of any balance then remaining to the extent of its actual payments hereunder. If any balance then re mains unpaid, it shall be applied to reimburse the insured or any underlying insurer, as their interests may appear. The expense of any subrogation proceeding brought to enforce such rights shall be appor tioned among Gibraltar, the underlying insurers, the Insured, and any other interest, in accordance with the ratio of their respective recoveries as finally settled. If there is no recovery in proceed ings conducted solely by Gibraltar, it shall bear the expenses thereof. I. Changes Notice to or knowledge possessed by any person shall not effect a waiver or change in part of this policy, or stop Gibraltar from asserting any rights under the terms of this policy; nor shall the terms of this policy be waived or changed, except by endorsement issued to form a part hereof, signed by an authorized representative of Gibraltar. J. Assignment Assignment of interest under this policy shall not bind Gibraltar until its consent is endorsed hereon; if however, the named Insured shall die or be ad judged bankrupt or insolvent, such insurance as is afforded by this policy shall apply: 1. to the named Insured's legal representative, as the named Insured, but only while acting within the scope of his duties as such, and 2. with respect to the property of the named Insured, to the person having proper tempo rary' custody thereof, as Insured, but only until the appointment and qualification of the legal representative. K. Cancellation This policy may be cancelled by the named In sured by mailing to Gibraltar written notice stating when thereafter such cancellation shall be effective. This policy may be cancelled by Gibraltar by mailing to the named Insured at the address shown in this policy written notice stating when not less than thirty (30) days or as soon there after as permitted by law, such cancellation shal. be effective. The mailing of notice as aforesaic shall be sufficient proof of notice and the effec tive date of such cancellation stated in the notice shall become the end of the policy period. If can- BON - 02867 cellation is at the request of the named Insured, earned premium shall be computed in accordance with the customary short rate procedure. If Gibraltar cancels, earned premium shall be computed pro rata. If this policy insures more than one named insured, cancella tion may be effected by the first of such named Insureds for the account of all the named Insureds; notice of cancellation by Gibraltar to such first named Insured shall be deemed notice to all Insureds and pay ment of any unearned premium to such first named Insured shall be to the account of all interests herein. Premium adjustment may be made either at the time cancellation is effected or as soon as practi cable after cancellation becomes effective, but pay ment or tender of unearned premium is not a condition of cancellation. L Representations By acceptance of this policy, the named Insured agrees that the statements in the application and in the Declarations and in any subsequent notice relating to underlying insurance are the named In sured's agreements and representations, that this policy is issued and continued in reliance upon the truth of such representations, and that this policy embodies all agreements existing between the named Insured and Gibraltar or any of its representatives relating to this insurance. Witness Whereof, Gibralta'r has caused this policy to be signed by its authorized officers, but this policy shall not be valid unless counsigned on the Declarations page of this policy by a duly authorized representative of Gibraltar. (6) BON - 02868 NUULCMn liilhij (BROAD FORM) It is agreed that the policy does not apply: I. Under any Liability Coverage, to injury, sickness, disease, death or destruction (a) with respect to which an Insured under the policy is also an Insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Associ ation, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an Insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain'financial protec tion pursuant to the Atomic Energy Act of 1954. or any law amendatory thereof, or (2) the Insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. II. Under any Medical Payments Coverage, or under any Supplementary Payments provision relating to immediate medical or surgical relief, to expenses incurred with re spect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. III. Under any Liability Coverage, to injury, sickness, .dis ease, death or destruction resulting from the hazardous properties of nuclear material if (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an Insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste or at any time possessed, handled, used, pro cessed, stored, transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used in this endorsement: "Hazardous properties" include radioactive, toxic or ex plosive properties; "nuclear material" means source material, special nuclear material or byproduct material; "source material," "special nuclear material," and "by products material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof: "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radia tion in a nuclear reactor; "waste" means any waste material (1) containg byproduct material and (2) resulting from the operation by any per son or organization of any nuclear facility included with in the definition of nuclear facility under paragraph (a) or (bl thereof; "nuclear facility" means (a) any nuclear reactor, (b) any equipment or device designated or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the Insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in any self-supporting chain reaction or to contain a critical mass of fissionable ma terial; with respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of ra dioactive contamination of property. (7) BON - 02869 Gibraltar Casualty Company A Delaware Corporation UNDERWRITING MANAGER: Drydan Se Company, Inc., Ona Main Straat, Chatham, Naw Jarjay 07928 P. olicy No.:! GMJ 00071 Prior No.:___ OMIT 00044 Pmdnrpr: Northern Ohio E. & S. Agency, I P.Q. Box 2195 Hudson, Ohio 44236 Code: Item 1. Insured's Name and Address R.P.M. Inc. et al P.0; Box 1008 Medina, Ohio 44256 DECLARATIONS __ Item 2. Policy Period From May 31, 198l To Ifey 31> 1982 (12:01 A.M. Standard Time at the address of the Insured as stated herein) Item 3. Retained Limit -- S 10,000. Item 4. Gibraltar's Limit of Liability A. Each Occurrence -- S 5000,000. B. Aggregate -- S 5,000,000. Item 5. Premium A. Deposit--S 50,000. Rate ------ Premium Basis Flat Charge B. Annual Minimum - S 50,000. Item 6. Endorsement Numoerls) Attached -- Endorsement(s) #1, 2, 3> 4, 5, 6, 7, 8, 9 a. 11-78) ORIGINAL BON - 02870 V-IIUIUHUI Casualty Company SCHEDULE A UNDERLYING INSURANCE Attached to Policy No. GMU 00071 CARRIER, POLICY, AND TERM Various TYPE OF COVERAGE Employer's Liability Aetna C & S Policy No. (to be determined) 5/31/81 - 82 Comprehensive General Liability including Employee Benefit Liability APPLICABLE LIMITS Coverage B - Employer's Liabil: $100,000, - One Accident $1,000,000. - Combined Single Limits Aetna C & S Policy No. (to be determined) 5/31/81 - 82 Cardinal Casualty Co. Policy No. (to be determined) 5/31/81 - 82 Great Northern Insurance Co. Policy No. (to be determined) 5/31/81 - 82 Aetna C & S Policy No. (to be determined) 5/31/81 - 82 Aetna C & S Policy No. (to be determined) 5/31/81 - 82 U.S.F. & G Policy No. (to be determined) 6/1/81 - 82 Admiral Policy No. (to be determined) 6/1/81 - 82 Comprehensive Automobile Liability Products Liability Foreign General Liability and Automobile Liability Canadian General Liability Canadian Automobile Liability ALOX CORPORATION Comprehensive General Liability " Property Damage Explosion $1,000,000. - Combined Single Limits $1,000,000. - Combined Single Limits $1,000,000. - Combined Single Limits $1,000,000. - Contained Single Limits $1,000,000. - Combined Single Limits Bodily Injury Liability $1,000,000. - Each Occurrence $1,000,000. - Aggregate Property Damage Liability $500,000. - Each Occurrence $500,000. - Aggregate Property Damage Liability $500,000. - Each Occurrence $500,000. - Aggregate BON - 02871 Gibraltar Casualty Company Policy No, _TMLTM91 Page 1 of 3 NAMED INSURED RPM, Inc. Bondex International (Carfada) Ltd. Bondex International, Inc. Mohawk Finishing Products (Canada) Ltd. Mohawk Finishing Products, Inc. Mac-O-Lac Paints, Inc. Briggs Brothers Paint Manufacturing Co. .F. 0. Pierce Company Republic Powdered Metals, Inc. Floquil-Polly S Color Corporation Gates Engineering Company, Inc. Proko Industries, Inc. Richard-E. Thibaut, Inc. Alox Corporation VJestgate Advertising, Inc. RPM International, Inc. Tropical Paint Company RPM of New Jersey SPI Company - joint venture __ It is understood and agreed that this oolicy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured:. R.P.M. Inc. etal Endorsement: Producer: Northern Ohio E. & S. Agency, Inc. Effective Date: 5/31/81 6/19/81 rim BON - 02872 Gibraltar Casualty Company Policy No, Page 2 of 3 Republic D & B, Inc. The Dean & Barry Company Dean & Barry Sales, Inc. B & A Paint Co. Colonial Paint Co. Medina Paint Co. Parkersburg Paint Co. Piqua Paint Co. Sandusky Paint Co. Sidney Paint Co. The Dean & Barry Wallpaper Co., DBA Thibaut of Ohio Urbana Paint Co. Ziegler's Paint Co. Marion Paint Co. Lexington Paint & Varnish Corporation (inactive) Dutch Masters Paint & Chemical, Inc. (inactive) Lee Forbes & Company, Inc. (inactive) RPM Consumer Products (inactive) H. Behlen & Brothers, Inc. (inactive) Probond, Inc. (inactive) Alox International Sales Corporation (disc) It is understood and agreed that this oolicv is hereby amended as indicated. All other terms and conditions remain unchanged. Name of incnrpri- R.P.M. Inc, etal Producer: Northern Ohio E. & S. Agency, Inc. 6/19/81 mn Endorsement: _ Effective Date: #1 5/31/81 Dryden & Company, InE^yqderwriting Manager Atithori7Prl ^mnarurp GCC 3 ISd 7-781 BON - 02873 Gibraltar Casualty Company Policy No.: GMU 00071 Page 3 of 3 EXCLUDED SUBSIDIARIES (1) Design/Craft Fabric Corporation (1) RPOW, Inc. (1) Mameco International, Inc. (1) L. D. Wracm, Inc. (1) Mameco Europe, S.A.. (1)' RPM World Travel, Inc. (1) RPM of Mass. (1) Haartz-Mason Incorporated It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of incnrod- R.P.M. Inc, etal Endorsement:_______________________________________ ---------------Prnrinrpr- Northern Chip E. & S. Agency. Inc.___________ EffectiveDate __5Z31/SJ 6/19/81 mn GCC 3 (Ed 7-78) 1. Gibraltar Casualty Company GMJ 00071 Policy No.: -- CARE, CUSTODY, & CONTROL EXCLOSION It is agreed that this insurance does not apply to liability arising out of Property Damage to: 1) property owned or occupied by or rented to the Insured; 2) property used by the Insured; 3) property in the care, custody, or control of the Insured or property over which the Insured is for any purpose exercising physical control. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. R.P.M. Inc. etal Name of Insured:. #2 Endorsement:. Producer: Northern Chlo E. & S. Agency, Inc.6/19/81 ran Effective Date- 5/31/81 ORIGINAL Gibraltar Casualty Company Policy No.: GMU 00071 ERISA EXCLUSION It is agreed that this policy does not apply to loss arising out of liability imposed upon any Insured by the ET&ployee Retirement Income Security Act of 1974 or any amendments or additions thereto. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured:. R.P.M. Inc. etal Endorsement: Producer: Northern Ohio E. & S. Agency, Tno 6/19/81 inn Effective Date: 5/3~* /^1 GCC 3 I Ed. 7-78) ORIGINAL BON - 02876 Gibraltar Casually Company Policy No,: GMU 00071 POLLUTION AND CONTAMINATION EXCLUSION This policy shall not apply to Personal Injury or Property Damage arising out of the discharge, dispersal, release, or escape of smoke, vapors, soot, fumes, acids, alkalis, oil or other petroleum substance, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water; but this exclusion does not apply If such discharge, dispersal, release or escape is sudden and accidental. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. R.P.M. Inc. etal Name of Insured:. Endorsement: #4 Producer: Northern Ohio E. & S. Agency, Inc Effective Date: 5/31/81 ' 6/19/81 nm GCC 3 (Ed. 7-78) ORIGINAL BON - 02877 Gibraltar Casually Company Policy No, GWJ 00071 AMENDMENT OF CANCELLATION CONDITION Except with respect to cancellation for non-payment premium, it is agreed that the second sentence of Policy Condition kCancellation is amended to read as follows: of This Policy may be cancelled by Gibraltar by mailing to the Insured, at the address shown in this policy, written notice stating when, not less than si-rhy fficn days thereafter such cancellation shall be effective. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. R.P.M. Inc. etal Name of Insured Endorsement: #5 Producer- Northern Ohio E. & S. Agency, Inc. Effective Date: 5/31/81 6/19/81 mm GCC 3 (Ed. 7-78) ORIGINAL Gibraltar Casualty Company Policy No.: GMU 00071 EMPLOYERS LIABILITY - UNDERLYING INSURANCE It is agreed that as respects Personal Injury sustained by any employee of the N_amed Insured the insurance afforded by this policy shall be excess of a primary limit of $100,000. each Accident or Occurrence, whether or not such primary limit is provided by underlying insurance. i It is understood and agreed that this policy, is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured- R-P.M. Inc. stal Endorsement:irJ?---------------------------------------------------------------------------- Pmrinrpr: Northern Ohio E. & S. Agency, Inc. 6A9/81 mm EffectiVeDate- 5/71/81 Dryden & CompariyTlnc., UnSeTvyriting Manager ORIGINAL Authorized Signature BON - 02879 Gibraltar Casually Company Policy No.: GMJ QQQ71 EXPLOSION, COLLAPSE AND UNDERGROUND PROPERTY DAMAGE FOLLOWING FORM It is agreed that, except tcfthe extent that coverage is pro vided in the underlying insurance at the underlying limits as set forth in the Schedule of Underlying Insurance, this policy does not apply to: (A) Damage to or destruction of any property arising out of (1) blasting or explosion _other than the explosion of air or steam vessels, piping under pressure, prime movers, machinery or power trans mitting equipment, or (2) the collapse of or structural injury to any building or structure due (a) to grading of land, excavating, burrowing, filling, backfilling, tunneling, pile driving, coffer dam or caisson work or (b) to moving, shoring, underpinning, raising or demolition of any building or structure or removal or rebuilding of any structural support.thereof, (B) Damage to or destruction' of wires, conduits, pipes, mains, sewers, tanks, tunnels, any similar property, and any apparatus in connection therewith, beneath the surface of the ground or water, caused by and occurring during the use of mechanical equipment for the purpose of grading land, paving, excavating, drilling, burrowing, filling, back filling, or pile driving; and property damage to any other property at any time resulting therefrom. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured: R.P.M. Inc. etal Northern Ohio E. & S. Agency, Inc. Producer: Endorsement: _ Effective Date: IZ______ 5/31/81 6/19/81 inn riting Manager Authorizea Signature BON - 02880 Gibraltar Casualty Company Policy No.: .. OMT 00071 MEDICAL MALPRACTICE FOLLOWING FORM ENDORSEMENT It is agreed that the coverage provided by this policy does not apply to liability arising out of: (a) the rendering of or failure to render (1) medical, surgical, dental, X-Ray or nursing service or treatment, or the furnishing of food or beverages in connection therewith; (2). any service or treatment conducive to health or of a professional nature; or (3) any cosmetic or tonsorial service or treatment; (bj the furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; unless such liability is covered by valid and collectible underlying policies as set forth in Schedule A Under lying Insurance, and then only for such hazards for which coverage is afforded by such underlying insurance. It is understood and agreed that this policy is hereby "amended as indicated. All other terms and conditions remain unchanged. Name of Insured:. R.P.M. Inc. etal Endorsement: Producer: Northern Ohio E. & S. Agency, Inc 6/19/81 rcm Effective Date- 5/3V81 ORIGINAL Authorized Signature BON - 02881 Gibraltar Casualty Company Policy No.: GMU 00071 SERVICE OF PROCESS ENDORSEMENT Service of process upon the Company in connection with a claim arising under this policy may be made in any manner permitted by law. Where permitted, the Company hereby appoints the Comnissioner of Insurance (or equivalent insurance regulatory official) as its attorney in fact to accept such service of process, and forward the documents to: John T. Andrews, Jr. General Counsel Gibraltar Casualty Co. P. 0. Box 908 213 Washington Street Newark, N. J. -07101 It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured:. R-P.M. Inc. etal Endorsement: $9 Producer: Northern Ohio E. & S. Agency. Inc. 6/19/81 irm Effective Date: p/3'1/8l Dryden & Company, Inc., Underwriting Manager ORIGINAL BON - 02882 Gibraltar Casualty Company GMU 00071 In consideration of the premium charged, it is agreed that the following entity is added to this Policy as Named Insured (see Endorsement H) and is deleted from Excluded Subsidiaries: Design/Craft Fabric Corporation It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Mamp nf Insured' R.P.M. et al Endorsement: it------------------------------------------------------------------------- Producer:Northern Ohio E. & S. Agency, Inc. Effective Date: 5/31/81 8/7/81 nm Dryden & Company --4si nderwriting Manager Authorized Signature GCC 3 (Gd. 7-78) ORIGINAL BON - 02883 Gibraltar Casualty Company Policy No.: GMU 00071 In consideration of the premium charged, it is agreed Item 1 of the Declarations, Named Insured, is amended in part to read: Delete: SPI Company - Joint Venture Add: ARG Company - Joint Venture It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of incnrod- R.P.M.--Inc.--Etal--------------------------------- - Endorsement:. # 11 Producer:Northern Ohio E. & S. Agency, Inc. Effective Date: _5/31/81_ 10/16/81 km Dryden & CcmpaflyTTnc.. Unde?Writtng Manager Authorized Signature GCC 3 (Ed. 7-78) ORIGINAL BON - 02884 Gibraltar Casualty Company Policy No.: GMU 00071 In consideration of an Additional Premium of $707., it is agreed, Endorsement #1, Named Insured,-is amended to include: Haartz-Mason, Inc. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of incroH- P.P.M. Tnc. Etal Endorsement: --#_L2---------------------------------------------------------- Producer:Northpm Ohio E. &. S. Agency , Tnc.--------------------- Effective Date: 9/J3/B2------------ 10/23/81 km Dryden & Company, IncrUnHerWriting Manager Authorized Signature ORIGINAL BON - 02885 5/31/81-5/31/82 Gibraltar Casualty Company A DELAWARE CORPORATION UNDERWRITING MANAGER: Dryden-& Company, Inc., One Main Street, Chatham, New Jersey 07$ Umbrella Liability Policy mcDonauGH capewTon SHepHepa GROUP MCDONOUGH CAPERTON/CLEVELAND Suite 106 * 3733 Park East, Cleveland. Ohio 44122 [2161 464-6920 A Subsidiary of Prudential Insurance Company of America GCC 4 (11-78) BON - 02886 GIBRALTAR CASUALTY COMPANY POLICY PROVISIONS Gibraltar Casualty Company, a capital stock insurance company (herein called Gibraltar), agrees with the Insured named in the C rations, in consideration of the payment of the required premium and subject to all the terms of this policy: I. INSURING AGREEMENT Gibraltar will pay on behalf of the Insured the Ultimate Net Loss, in excess 'of the applicable underlying or retained limit, which the Insured shall become legally obligated to pay as damages because of: A. Personal Injury; 8. Property Damage; or C. Advertising Injury to which this policy applies, caused by an Occurence. If. DEFENSE, SETTLEMENT, SUPPLEMENTARY PAYMENTS A. With respect to Personal Injury, Property Damage, or Advertising Injury covered by underlying insurance, Gibraltar shall not be called upon to assume charge of the investigation, defense, or settlement of any claim made or suit brought or proceedings instituted against the Insured but shall have the right and be given the opportunity to associate with the Insured in defense and control of any claim, suit, or proceeding relative to any Occurrence which in the opinion of Gibraltar may involve liability on the part of Gibraltar under the terms of this policy. If Gibraltar avails itself of such right and opportunity. Gibraltar shall do so at its own expense. Court costs and interests, if incurred with the consent of Gibraltar, shall be borne by Gibraltar in the proportion that its share of Ultimate Net Loss bears to the total amount of Ultimate Net Loss. B. With respect to Personal Injury, Property Damage, or Advertising Injury not covered by underlying insurance but within the coverage provided by this policy, or if the limits of liability of underlying insurance are ex hausted by payment of judgment or settlements because of Personal I njury, Property Damage, or Advertising Injury during, the period of this policy, Gibraltar shall: 1. have the right and duty to defend any suit against the Insured seeking damages on account of such Personal Injury, Property Damage, or Advertising Injury even if any of the allegations of the suit are groundless, false, or fraudulent, and may make such investigation and settlement of any claim or suit as it deems expedient, but Gibraltar shall not be obligated to pay any claim or judgment or to defend any suit after Gibraltar's limit of liability has been exhausted by payment of judgments or settlements. 2. in addition to the amount of Ultimate Net Loss payable: a) pay all expenses incurred by Gibraltar, all costs taxed against the Insured in any suit de fended by Gibraltar, and the interest on the amount of any judgment therein which ac crues after entry of the judgment and before Gibraltar lias paid or tendered or deposited in court that pan of the judgment which does not exceed the limit of Gibraltar's liability thereon; b) pay premiums on appeal bonds required in any suit, premium of bonds to release attach ments in any such suit for an amount not in excess of the applicable limit of liability of this policy, and the cost of bail bonds re quired of the insured because of accident or traffic law violation arising out of the use of any vehicle to which this policy applies Gibraltar shall have no obligation to appi or furnish any such bonds; c) pay reasonable expenses incurred by thsured at Gibraltar's request in ass. Gibraltar in the investigation or defens any claim or suit, including actual loss of ings. In jurisdictions where Gibraltar may be prevented by la otherwise from carrying out this agreement, Gibraltar indemnify the Insured for such expense incurred wi: written consent in accordance with this provision. III. PERSONS OR ENTITIES INSURED A. The named Insured is the organization(s) named ir Declarations of this policy and includes: 1. any subsidiary company including subside thereof and any other company under their trol and active management at the inception -. of this policy; 2. new organizations acquired by the named Insu during the policy period through consolidate merger, purchase of the assets of, or'assumptior control and active management provided such quisition or assumption is reported within 60 c after it is effected and provided further such quisition is endorsed on this policy; 3. if the named Insured is a partnership or a jc venture, any partner or member thereof is eluded as a named Insured but only with resc to his liability as a partner or member of s partnership or joint venture; 4. if the named Insured is an individual, the persor designated but only with respect to the conduc a business of which he is the sole proprietor . the spouse of the named Insured with respec: the conduct of such a business; B. Each of the following is an Insured under this police the extent set forth below: 1. any person, organization, trustee, or estate whom or to which the named Insured is oblige by virtue of a written contract or permit provide insurance such as is afforded by the ter of this policy, but only with respect to operatic by or on behalf of the named Insured or to fac ties of or facilities used by the named Insured a then only to the extent of the coverage requiby such contract and for the limits of liaDu specified in such contract in excess of the retair limit, but in no event for insurance not afforded this policy nor for limits of liability in excess the applicable limits of liability of this policy; Z at the option of the named Insured and subiec: the terms of the coverage of this insurance, any i ditional Insured(s) included in the underly insurance listed in Schedule A but only to the s tent that insurance is provided for such additior Insured(s) thereunder; (1) BON-02887 3. except with respect to the ownership, mainten ance, or use. including loading or unloading, of automobiles or aircraft, any officer, employee, director, or stockholder of the named Insured while acting on behalf of such named Insured, or any person or organization while acting as real estate manager for the named Insured: 4. any person while using, with the permission of the named Insured, any automobile or aircraft owned by, loaned to, or hired for use by or on. behalf of the named Insured and any person or organization legally responsible for the use thereof, provided the actual operation or other actual use is within the scope of such permission, and any officer, director, or stockholder of the named Insured with respect to the use of an automobile or aircraft not owned by the named Insured but only while such automobile or aircraft is being used in the business of the named Insured. The insurance with respect to any person or organization other than the" named Insured does not apply under this Para graph 4: a) to any person or organization or to any agent or employee thereof, operating an automobile sales agency, repair shop, service station, stor age garage, or public parking place: b) with respect to any automobile or aircraft hired by or loaned to the named Insured, to the owner, or a lessee of whom the named Insured is a sub-lessee thereof, other than the named Insured, or to any agent or employee of such owner or lessee: c) to any manufacturer of aircraft, aircraft en gines, or aviation accessories, or any aviation sales, service, or repair organization, or airport or hangar operator or their respecitve employees or agents. IV. LIMITS OF LIABILITY Regardless of the number of (1) Insureds under this policy; (2) persons or organizations who sustain Personal Injury, Property Damage, or Advertising Injury; (3) claims made or suits brought on account of Personal Injury, Property Dam age, or Advertising Injury; (4) automobiles, aircraft, or watercraft to which this policy applies; or (5) coverages under which Ultimate Net Loss is insured in this policy, Gibraltar's liability with respect to Personal Injury, Proper ty Damage, Advertising Injury, or any combination thereof, shall be only for the Ultimate Net Loss in excess of the Insured's Retained Limit, and then for an amount not ex ceeding the amount specified in Item 4A of the Declara tions arising out of any one Occurrence during the policy period. There is no limit to the number of Occurrences during the policy period for which claims may be made hereunder, ex cept that the liability of Gibraltar 1. because of all Personal Injury and Property Dam age included within the Products Hazard and all Personal Injury and Property Damage included within the Completed Operations Hazard, or both combined; or 2. because of all Occupational Disease sustained by all employees of Insureds arising out of and in the course of their employment, arising out of all Occurrences during each policy period shall not exceed the aggregate limit of liability stated in Item 4B of the Declarations. If the aggregate limits of liability of the underlying msur ance listed in Schedule A are reduced or exhausted becausof Personal Injury, Property Damage, or Advertising Injurwhich occur during the period of this policy, Gibraltar wil: during the policy period of this policy and subject tc Gibraltar's limit of liability stated above, continue suer coverage as is afforded by such listed underlying insurance for the remainder of the policy period of such underlying insurance in excess of the reduced or exhausted limits. In those cases where the underlying insurance listed ir Schedule A contains an aggregate limit of liability for al insured damages arising out of: 1. Advertising Injury, or 2. automobile Personal Injury, or automobile Propem Damage, or both combined, or 3. other Personal Injury, or other Property Damage or both combined, or 4. any combination of all or partis) of the foregoing Gibraltar's liability shall likewise be limited to the amoun stated as the aggregate limit of liability in Item 48 of thf Declarations with respect to all Ultimate Net Loss causec by one or more occurrences during each policy period whiU this policy is in force commencing from its effective date For the purpose of determining the limits of Gibraltar' liability (1) all Personal Injury and Property Damage arising out of continuous or repeated exposure to substantially thr same general conditions shall be considered as arising out o' one Occurrence, and !2) with respect to Advertising Injury all injury arising out of any advertisement, publicity article broadcast or telecast, or any combination thereof, involving the same injurious material or act, regardless of the frequen cy or repetition thereof or the number or kind of medic used, whether claim is made by one or more persons, shai be deemed to arise out of .one Occurrence. V. DEFINITIONS A. Advertising Injury means damages which arise out of 1. unintentional libel, slander, or defamation; 2. infringement of copyright or title or slogan; 3. piracy or unfair competition or idea misappropria tion under an implied contract: 4. invasion of rights of privacy; committed or alleged to have been committed i any advertisement, publicity article, broadcast, c telecast and arises out of the named Insured's ac vertising activities. B. Completed Operations Hazard- means Personal Ir jury and Property Damage arising out of open tions or reliance upon a representation or warrant made at any time with respect thereto, but onl if the Personal Injury or Property Damage occuafter such operations have been completed c abandoned and occurs away from premises owne by or rented to the Insured. Operations indue materials, parts, or equipment furnished in connetion therewith. Operations shall be deemed cor pleted at the earliest of the following times: 1. when all operations to be performed by or c behalf of the Insured under the contract hav been completed; 2. when all operations to be performed by or c behalf of the Insured at the site of the oper tions have been completed; or BON - 02888 3. when the portion of the work out of which -the injury or damage arises has been put to its intended use by any person or organization other than another contractor engaged in per forming operations for a principal as a part of the same project. Operations which may require - further service or maintenance work or correction, repair, or replace ment because of any defect or deficiency, but which are otherwise complete shall be deemed completed. The "Completed Operations Hazard" does not in clude Personal Injury or Property Oamage arising out of (1) operations in connection with the transportation of property, unless the Personal In jury or Property Damage arises out of a condition in or on a vehicle created by the loading or un loading thereof, (2) the existence of tools, unin stalled equipment, or abandoned or unused, materials. C. Insured's Products - means goods or products manu factured, sold, handled, or distributed by the In sured or by others trading under his name, includ ing any container thereof (other than a vehicle), but "Insured's Products" shall not include a vend ing machine or any property other than such a container, rented to or located for use of others but not sold. D. Occurrence - means: 1. with respect to Personal Injury and Property Damage, an accident, a happening, an event, or a continuous or repeated exposure to con ditions which results during the policy period in Personal Injury or Property Damage neither expected nor intended from the standpoint of the Insured. All such exposure to substantially the same general conditions shall be deemed one Occurrence; 2. with respect to Advertising Injury, an act or series of acts in which the same or similar ad vertising material is used, regardless of the number or kind of media used, committed during the policy period which causes such Advertising Injury. All damages involving the same injurious material or act, regardless of the frequency or repetition thereof, the num ber or kind of media used, or the number of claimants shall be deemed to arise out of one Occurrence. E. Occupational Disease - means bodily injury by disease as insured by Coverage 8 of the standard Workers' Compensation and Employers' Liability Policy. F. Personal Injury - means: 1. bodily injury, sickness, disease, disability, shock, fright, mental anguish, and mental injury, in cluding death at any time resulting therefrom; 2. false arrest, false imprisonment, wrongful en try, wrongful eviction, wrongful detention, malicious prosecution and humiliation: 3. the publication or utterance of a libel or slan der or of other defamatory or derogatory material, or a publication or utterance in vio lation of rights of privacy, except where any of the foregoing arises out of the Insured's advertising activities; (3) 4. racial, religious, sex, or age discrimination (un less insurance thereof is prohibited by lawi not committed by or at the direction of the Insured, but only with respect to liability other than for fines and penalties imposed by law; and 5. assault and battery not committed by or at the direction of the Insured unless committed for the purpose of preventing or eliminating danger to persons or property. G. Products Hazard - means Personal injury and Prop erty Damage arising out of the named Insured's products or reliance upon a representation or war ranty made at any time with respect thereto, but only if the Personal Injury or Property Damage occurs away from premises owned by or rented tc the named Insured and after physical possession of such products has been relinquished to others. H. Property Damage - means (1) Physical injury to or destruction of tangible property, including the loss of use thereof at any time resulting therefrom, or (2) loss of use of tangible property which has not been physically injured or destroyed, provided such loss of use is caused by an Occurrence during the policy period. I. Retained Limit - means: 1. with respect to Personal Injury, Property Dam age, or Advertising Injury covered by the underlying' insurance stated in Schedule A, an amount equal to the applicable limit(s) of liability stated in Schedule A plus the limit(s) of any other insurance collectible by the In sured (other than insurance purchased specifi cally in excess of this policy), and 2. with respect to Personal injury. Property Dam age, or Advertising Injury not covered by the underlying insurance stated in Schedule A, but within the coverage provided by this policy, the amount stated in Item 3 of the Declara tions or the amount of any other collectible insurance (other than insurance purchased spec, fically in excess of this policy) which- is avail able to the insured. In the event the amoun' of said other collectible insurance is less than the amount stated in Item 3 of the Declara tions, the Insured shall retain for the Insured'own account the difference between the amourv available from said other collectible insurance anc the amount stated in Item 3 of the Declarations J. Ultimate Net Loss-means the sums paid or pay able by reason of adjudication or settlement o* losses for which the Insured is liable after making deductions for all recoveries, salvages, and otheinsurances (other than recoveries under the under lying insurance policies, or policies of co-insurance or policies specifically in excesss hereof), whether recoverable or not, and shall exclude (1) all loss expenses and legal expenses (including interest or judgments, investigation, adjustment, and legal ex penses. and fees including taxed court costs anc premiums on bonds), unless they are includec within the limit-of liability of the underlying in surance listed on Schedule A; and (2) all expenses for salaried employees and counsel on retainer anc all office expenses of the insured, Gibraltar, oany underlying insurer. BON - 02889 VI. EXCLUSIONS T,his policy does not apply: A. to any obligation for which the Insured or any carrier as his insurer may be held liable under any workers' compensation, unemployment compensation, or dis ability benefits law or under any similar law, provided, however, that this exclusion does not apply to liability of others assumed by the named Insured under con tracts. B. to Property Damage: 1. to property owned by the Insured; or 2. to the Insured's Products arising out of such products or any part of such products; or 3. to work performed by or on behalf of the Insured arising out of the work or any por tion thereof, or out of materials, parts, or equipment furnished in connection therewith. 4. arising from the loss of use of tangible property which has not been physically injured or destroyed resulting from: i. a delay in or lack of performance by or on behalf of the named Insured of any contract or agreement; or ii. the failure of the named Insured's Products or work performed by or on behalf of the named Insured to meet the level of per formance, quality, fitness, or durability warranted or represented by the named In sured; but this exclusion does not apply to loss of use of other tangible property re sulting from the sudden and accidental physical injury to or destruction of the named Insured's Products or work per formed by or on behalf of the named In sured after such products or work have been put to use by any person or organi zation other than an Insured; or C. to damages claimed for the withdrawal, inspection, re pair, replacement, or loss of use of the named Insured's Products or work completed by or for the named Insured or of any property of which such products or work form a part if such products, work, or property are withdrawn from the market or from use because of any known or suspected defect or deficiency therein. D. to Advertising Injury resulting from 1. failure of performance of contract; or 2. infringement of trademark, service mark, or trade name of goods or services sold, offered for sale, or advertised, but this exclusion shall not relate to titles or slogans; or 3. incorrect description of any article or com modity: or 4. mistake in advertised price. VII. CONDITIONS A. Underlying Insurance The named Insured shall maintain the underlying policies and renewals thereof with limits of liability as stated in Schedule A in full effect during this policy period, except for any reduction or exhaustion of the aggregate limit or limits con tained in such policies solely by payment of claims arising out of Occurrences which happen during this policy period. Failure of the named Insured to comply with the foregoing shall not o CM 21 (4) invalidate this policy, but m the event of sucn failure, Gibraltar shall be liable only to the extent that it would have been liable had the named In sured complied therewith. As this policy is excess insurance, the named In sured warrants that coverage under the uninsured motorist laws and "no fault" laws will be main tained during the policy period. It is agreed that the named Insured shall promptly reimburse Gibraltar for any amount of ultimate net loss paid on behalf of any Insured as respects any payment made under an uninsured motorist law, "no fault" law, or any similar law. The named Insured shall give Gibraltar written notice as soon as practicable of (1) any change in the named Insureds, in the scope of coverage or in the amount of limits of insurance, under any underlying policy, and (2) the termination of any coverage or exhaustion of aggregate limits of any underlying insurer's liability. B. Premium The premium set forth in the Declarations is an estimated premium only, unless indicated as a fixed premium. Upon termination of this policy, where the premium is estimated, earned premium -shall be computed in accordance with the premi um computation provisions of an endorsement at tached hereto. Where the earned premium thus computed exceeds the estimated advance, premium paid, the named Insured shall pay the excess to Gibraltar; where less, Gibraltar shall return the named Insured the unearned portion paid by the named Insured. The named Insured shall maintain records of such information as is necessary for premium computa tion and shall send copies of such records to Gibraltar at the end of the policy period and at such times during the policy pericd as Gibraltar may direct. C. Inspection and Audit Gibraltar shall be permitted, but not obligated, to inspect the named Insured's property and opera tions at any time. Neither Gibraltar's right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on behalf of or for the benefit of the named Insured or others to determine or warrant that such prop erty or operations are safe or healthful, or are in compliance with any law. rule, or regulation. Gibraltar may examine and audit the named Insur ed's books and records at any time during the policy period and extensions thereof, and withir three years after the final termination of this policy, as far as they relate to the subject matter of this insurance. D. Insured's Duties in the Event of Occurrence. Claim, or Suit 1. In the event of an Occurrence which is rea sonably likely to involve this insurance, writ ten notice containing particulars sufficient tc identify the Insured and also reasonably ob tainable information with respect to the time place, and circumstances thereof, and the names and addresses of the injured and or available witnesses, shall be given by or for the insured to Gibraltar or any of its autho rized representatives as soon as practicable. 2. if claim is made or suit is brought against the Insured, the Insured shall immediately forward to Gibraltar every demand, notice, summons, or other process received by the Insured or the Insured's representative. 3. The Insured shall cooperate with Gibraltar and, upon Gibraltar's request, assist in making settlements in the conduct of suits and in en forcing any right of contribution or indemnity against any person or organization who may be liable to the Insured because of Personal Injury, Property Damage, or Advertising Injury with respect to which insurance is afforded under this policy. The Insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not, except at the Insured's own cost, voluntarily make any payment, assume any obligation, or incur any expense. 4. The named Insured shall promptly reimburse Gibraltar for any amount of Ultimate Net Loss paid on behalf of any Insured within the Retained Limit. E. Appeals If the Insured or the Insured's underlying insurer elects not to appeal a judgment in excess of the Retained Limit, Gibraltar may elect to do so at its own expense and shall be liable for the taxable costs, disbursements, and interest incidental there to, but in no event shall the liability of Gibraltar for Ultimate Net Loss exceed the amount specified in the limits of liability section of the Declara tions plus the taxable costs, disbursements, and interest incidental to such appeal. F. Action Against Gibraltar No action shall lie against Gibraltar unless, as a condition precedent thereto, there shall have been full compliance with all the terms of this policy, nor until the amount of the Insured's obligation to pay shall have been finally determined, either by judgment against the Insured after actual trial or by written agreement of the Insured, the claim ant, and Gibraltar. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall there after be entitled to recover under this policy to the extent of the insurance afforded by this policy. No person or organization shall have any right under this policy to join Gibraltar as a codefendant in any action against the Insured to determine the Insured's liability, nor shall Gibraltar be impleaded by the Insured or his legal represen tative. Bankruptcy or insolvency of the Insured shall not relieve Gibraltar of any of its obligations hereunder. G. Other Insurance If other valid and collectible insurance with any other insurers applicable to any loss or expense covered by this policy is available to the Insured (other than insurance which is in excess of the insurance afforded by this policy), the insurance afforded by this policy shall be in excess of and shall not contribute with such other insurance. Nothing herein shall be construed to make this policy subject to the terms of other insurance. If collectible insurance under any other policy of Gibraltar is available to the Insured, covering a loss also covered hereunder (other than underlying insurance of which the insurance afforded by this policy is in excess), Gibraltar's total liability sh in no event exceed the greater or greatest limit liability applicable to such loss under this or a other such policy. H. Subrogation In the event of any payment under this poli Gibraltar shall participate with the Insured a any underlying insurer in the exercise of all t Insured's rights of recovery therefor against a person or organization. The Insured shall do no' ing after loss to prejudice such rights and sh execute and deliver instruments and papers and whatever else is necessary to secure such righ The apportionment of any amounts which may recovered shall be made as follows: Any interest, including the Insured's that sh; have paid an amount in excess of any pa ment hereunder shall first be reimbursed the extent of its actual payment. Gibralt shall be reimbursed next out of any balan' then remaining to the extent of its actu payments hereunder. If any balance then r j. mains unpaid, it shall be applied to reimburthe insured or any underlying insurer, as the interests may appear. The expense of any subrogation proceedir brought to enforce such rights shall be appo tioned-among Gibraltar, the underlying insurer the Insured, and any other interest, in accordanc with the ratio of their respective recoveries a finally settled. If there is no recovery in proceec ings conducted solely by Gibraltar, it shall bes the expenses thereof. I. Changes Notice to or knowledge possessed by any persoshall not effect a waiver or change in part of thi policy, or stop- Gibraltar from asserting any right under the terms of this policy; nor shall the term of this policy be waived or changed, except, bendorsement issued to form a part hereof, signet by an authorized representative of Gibraltar. J. Assignment Assignment of interest under this policy shall no bind Gibraltar until its consent is endorsed hereor if however, the named Insured shall die or be ac judged bankrupt or insolvent, such insurance as i afforded by this policy shall apply: 1. to the named Insured's legal representative, a: the named Insured, but only while acting within the scope of his duties as such, and 2. with respect to the property of the namec Insured, to the person having proper tempo rary custody thereof, as Insured, but onh, until the appointment and qualification of tht legal representative. K. Cancellation This policy may be cancelled by the named In sured by mailing to Gibraltar written notice stating when thereafter such cancellation shall be effective. This policy may be cancelled by Gibraltar by mailing to the named Insured at the address shown in this policy written notice stating when, not less than thirty (30) days or as soon --ereafter as permitted by law, such cancellation snail be effective. The mailing of notice as aforesaic shall be sufficient proof of notice and the effec tive date of such cancellation stated in the notice shall become the end of the policy period. If can- BON - 02891 cellation is at the request of the named.Insured, earned premium shall be' computed in accordance with the customary short rate procedure. If Gibraltar cancels, earned premium shall be computed pro rata. If this policy insures more than one named insured, cancella tion may be effected by the first of such named Insureds for the account of all the named Insureds: notice of cancellation by Gibraltar to such first named Insured shall be deemed notice to all Insureds and pay ment of any unearned premium to such first named Insured shall be to the account of all interests herein. Premium adjustment may be made either at the -- time cancellation is effected or as soon as practi cable after cancellation becomes effective, but pay ment or tender of unearned premium is not a condition of cancellation. L Representations 8y acceptance of this policy, the named Insured agrees that the statements in the application and in the Declarations and in any subsequent notice relating to underlying insurance are the named In sured's agreements and representations, that this policy is issued and continued in reliance upon the truth of such representations, and that this policy embodies all agreements existing between the named Insured and Gibraltar or any of its representatives relating to this insurance. In Witness Whereof, Gibraltar has caused this policy to be signed by its authorized officers, but this policy shall not be valid unless coun tersigned on the Declarations page of this policy by a duly authorized representative of Gibraltar. > i .~i Secretary President (6) BON - 02892 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) It is agreed that the policy does not apply: I. Under any Liability Coverage, to injury, sickness, disease, death or destruction (a) with respect to which an Insured under the policy is also an Insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Associ ation, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an Insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protec tion pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the InsuredJs, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. II. Under any Medical Payments Coverage, or under any Supplementary Payments provision relating to immediate medical or surgical relief, to expenses incurred with re spect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. III. Under any Liability Coverage, to injury, sickness, dis ease, death or destruction resulting from the hazardous properties of nuclear material if (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an Insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste or at any time possessed, handled, used, pro cessed, stored, transported or disposed of by or on behalf of an insured: or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used in this endorsement: "Hazardous properties" include radioactive, toxic or ex plosive properties; "nuclear material" means source material, special nuclear material or byproduct material: "source material," "special nuclear material." and "by products material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radia tion in a nuclear reactor; "waste" means any waste material (1) containg byproduct material and (2) resulting from the operation by any per son or organization of any nuclear facility included with in the definition of nuclear facility under paragraph (a) or (b)- thereof; "nuclear facility" means (a) any nuclear reactor, (b) any equipment or device designated or used for (1) separating the isotopes of uranium or plutonium. (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total .amount of such material in the custody of the Insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all ' premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in any self-supporting chain reaction or to contain a critical mass of fissionable ma terial; with respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of ra dioactive contamination of property. BON - 02893 (7) I Producer: McDonough Caperton/tieveiana Loction: Cleveland, Ohio BLANKET EXCESS LIABILITY POLICY (LAYERED FORM) DECLARATIONS ITEM 1. Insured's Neme *nd Address (No., Street, Town, Stste, Zip) r RPM, Inc., Etal (Per End.#l) 2628 Pearl Road Medina, Ohio 44256 L ~i -1 j^yy 0 4 03 3 0 0 0 3 5 Insurince is provided by the company designated below (hereinafter called the Company) r Safeco Insurance Company of America, Home Office: Seattle, Wash, SAFECO (a stock insurince company) herein called the Company. L ITEM 2. ITEM 3. POLICY PERIOD: 5-31-81 ______5-31-82 Inception (Mo. Day Yr.) Expiration (Mo. Day Yr.) 12:01 a-m. standard time at tne address of trie named insured as stated nerein LIMIT OF LIABILITY: ITEM 4. UNDERLYING INSURANCE LIMIT OF LIABILITY $ 5,000,000 S 5,000,000 EACH OCCURRENCE S 5,000,000 AGGREGATE S 5,000,000 EACH OCCURRENCE AGGREGATE ITEM 5. PREMIUM: A. METHOD OF PREMIUM COMPUTATION: Flat ITEMS. DEPOSIT PREMIUM: S 5,000.. ANNUAL MINIMUM PREMIUM: S 5 f Q00 . In the event of cancellation by the named insured, the company shall receive and retain not lets then S ]_f000 minimum premium* ITEM 7. SCHEDULE OF UNDERLYING INSURANCE: as the policy 1. Gibraltar Casualty Company, Policy #GMU 300071, Effective 5-31-81/82 Limits: $5,000,000 ea. occ./agg. excess primary & SIR r fThis policy has bean signed by the President and Secretory of the Company designated an the declarations page and shall not be valid unless countersigned by an authorized representative of the Company. Secretary L President 1 HASl Insurance Services (Ohio), Inc., 14701 Detroit Ave., Lakewood, Ohio 44107, 216/221-3737 L_ COUNTERSIGNED Authorized Representative DATE: June 3, 1981 kps FORM 800 S/78 BON - 02894 J LAYERED FORM BLANKET EXCESS LIABILITY POLICY The Company designated on the Declarations page, (hereafter called the Company) agrees with the insured, named in the declarations made a part hereof, in consideration of the payment of premium and in reliance upon the statements in the declarations and subject to the limits of liability, exclusions, conditions and other terms of this policy: -| INSURING AGREEMENTS 1. Coverage. To indemnify the Insured for the Insured's ultimate net loss in excess of the insurance afforded under the Blanket Excess Liability or ''Umbrella" policies specified in Item 7 of the Declarations, hereafter called underlying insurance, in full force and effect at the inception of this policy, provided that the insurance for Property Damage liability under this policy shall apply (1) to physical injury to or destruction of tangible property which occurs auring the policy period, including loss of use thereof any time resulting therefrom, or (2) loss of use of tangible property which has not been physically injured or destroyed provided such loss of use-is caused by an occurrence during the policy period. 2. Limit of Liability. The Company shall be liable only for the limit of liability stated in Item 3 of the Declarations in excess of the limit or limits of liability of the applicable underlying insurance policy or policies all as stated in the declarations of this policy. The limit of liability stated in the declarations as applicable to "each occurrence" shall be the total limit of the Company's liability for all damages sustained as the result of any one occurrence, provided, however, in the event of reduction or exhaustion of the applicable aggregate limit or limits of liability under said underlying policy or policies solely for reason of losses paid thereunder on account of occurrences during this policy period, this policy shall in the event of reduction, apply as excess of the reduced limit of liability thereunder. Subject to the applicable limit of liability as respects each occurrence, the limit of liability stated in the declarations as "aggregate" shall be the total limit of the Company's liability for all damages sustained during each annual period of this policy. 3. Policy Period. This policy applies only to occurrences which take place during the policy period. DEFINITIONS "Ultimate net loss" means all sums actually paid, or which the Insured is legally obligated to pay, as damages in settlement or satisfaction of claims or suits for which insurance is afforded by this policy, after proper deduction of all recoveries or salvage. CONDITIONS 1. Maintenance of Underlying Insurance. The Insured warrants, and it is a condition of this policy, that at the inception of this policy, insurance afforded by the underlying policies of insurance (applying as excess over various policies of primary insurance) with limits of liability for said underlying insurance stated in Item 4 of the declarations, or renewals or replacements thereof not affording coverages other than those at inception of this policy, shall be maintained in full effect during the period of this policy, except for reduction of aggregate limits solely as a result of payment of claims arising out of occurrences during this policy period. If such underlying insurance is not maintained in full effect by the Insured or if there is any change in the scope of coverage under any underlying insurance, the insurance afforded by this policy shall apply in the same manner as though such underlying policies had been so maintained and unchanged. The insurance afforded by this policy is subject to the same warranties, terms (including the terms used to describe the application of the limits of liability), conditions and exclusions as are contained in the underlying insurance on the effective date of this policy, except, unless otherwise specifically provided in this policy, any such warranties, terms, conditions or exclusions relating to premium, the obligation to investigate abd defend, the amount and limits of liability, and any renewal agreement 2. Notice of Occurrence. The Insured shall immediately advise EASI Insurance Services of any occurrence or disaster which may result in liability under this policy. The Company shall not, however, be called upon to assume charge of the settlement or defense of any claims made, or suits brought, or proceedings instituted against the Insured, but shall have the right and opportunity to be associated with the Insured in the defense and trial of any such claims, suits or proceedings relative to any occurrence which, in the opinion of the Company, may create liability on the part of the Company under the terms of the policy. If the Company avails itself of such right and opportunity, the Insured and the Company shall cooperate in all respects so as to effect a final determination of the claim or claims. 3. Payment of Loss. It is a condition of this policy that the insurance afforded under this policy shall apply only after all underlying insurance has been exhausted. Upon final determination by settlement award or verdict of the liability of the Insured, the Company shall promptly pay the Insured as the Insured shall pay, or be required to pay, the amounts of any losses falling within the terms or limits of this insurance. All losses covered under this policy shall be due and payable by the Company within 30 days after they are respectively claimed and proof of loss filed with the Company ir conformity with this policy. Bankruptcy or insolvency of the Insured shall not relieve the Company of any of its obligations hereunder. 4. Payment of Expenses. Loss expenses and legal expenses, including court costs and interest, if any, which may be incurred by the Insured with the consent of the Company in the adjustment o> defense of claims, suits or proceedings shall be borne by the Company and the Insured in the proportion that each party's shan of loss bears to the total amount of said loss. Loss expense hereunder shall not include salaries and expense of the Insured' employees incurred in investigation, adjustment and litigation. 5. Appeal. In the event the Insured or any underlying insurer elect nor to appeal a judgment in excess of the amount of the underlyin insurance, the Company may elect to appeal at its expense and sha be liable for the expenses incidental thereto, but in no event sha the liability of the Company for ultimate net loss exceed the amour set forth in the policy plus the expenses incidental to such appeal. 6. Subrogation. In the event of any payment under this policy, th Company shall be subrogated to all the Insured's rights of recover therefor against any person or organization and the Insured sha execute and deliver instruments and papers and do whatever else necessary to secure such rights. The Insured shall do nothing aft' loss to prejudice such rights. Any amount recovered as subrogation shall be apportioned in tf inverse order of payment of loss to the extent of actual paymer The expenses of all such recovery proceedings shall be apportions in the ratio of respective recoveries. If there is no recovery proceedings conducted solely by the Company, the Company sha bear the expenses thereof. CORM 800 6/78 (Continued on Page Two) BON - 02895 (Continued from Preceding Page; 7. PREMIUM. The deposit premium stated in the declarations is an estimated premium only. Upon termination of this policy, or at such other time as may be specified herein, the earned premium shall be computed in accordance with the method of computation stated in the declarations. If the earned premium thus computed exceeds the deposit premium paid, the named insured shall pay the amount in excess thereof to the Company; if less, the Company shall return to the named insured the unearned portion paid. In no event shall the earned premium be less than the minimum premium stated in the declarations, or the short rate or pro rata adjustment of the minimum premium described in the Cancellation condition of this policy, if this policy is canceled as therein provided. In the event of change in the premium or rating of any underlying insurance while this policy is in force, the named insured shall notify the Company in writing as soon as practicable and, at the option of the Company, the premium hereon may be adjusted accordingly.__ The Company shall have the right to examine the named insured's books and records at any time during the policy period and within one year thereafter for the purpose of determining actual earned premium. 8. CANCELLATION. This policy may be canceled by the named insured by mailing to EASI insurance Services, written notice stating when thereafter such cancellation shall be effective. This policy may be canceled by EASI Insurance Services by mailing to the named insured at the address shown in this policy written notice stating when not less than 30 days thereafter such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice and the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery of such written notice either by the named insured or by EASI Insurance Services shall be equivalent to mailing. If the named, insured cancels, earned premium shall be computed in accordance with the customary short rate table and procedure. If EASI Insurance Services cancels, earned premium shall be computed pro rata. In either event the minimum premium stated in the declarations shall be adjusted short rate or pro rata, as the case may be. However, in the event of cancellation or termination of the underlying insurance, this policy shall cease to apply at the same time without notice to the insured. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. EXCLUSIONS ocsonctwKsfcxoeaex 2. This policy does not apply: Under any Coverage, to injury, sickness, disease, death or destruction; (a) with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof. or (2) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof with any person or organization. 3. Under any Liability Coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if; (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom, (b) the nuclear material is contained in spent fuel or waste a: any time possessed, handled, used, processed, stored transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises ou of the furnishing by an insured of services, materials, parts o equipment in connection with the planning, construction maintenance, operation or use of any nuclear facility, but i such facility is located within the United States of America, it territories or possessions or Canada, this exclusion (c) applie only to injury to or destruction of property at such nude, facility. As used in Exclusions 2 and 3: "hazardous properties" include radioactive, toxic or.explosi' properties; "nudear material" means source material, special nucle material or byproduct material; "source material," "special nuclear material," and "byprodu material" have the meanings given them in the Atomic Ener Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, so or liquid, which has been used or exposed to radiation ir nuclear reactor; "waste" means any waste material (1) containing byprodi material and (2) resulting from the operation by any person organization of any nuclear facility included within definition of nuclear facility under paragraph (a) or thereof; "nudear facility" means (a) any nuclear reactor, (b) any equipment or device designed or used for separating the isotopes of uranium or plutonium, processing or utilizing spent fuel, or (3) handling, processing packaging waste, (c) any equipment or device used for the process fabricating or alloying of special nuclear material if at any t the total amount of such material in the custody of insured at the premises where such equipment or devic located consists of or contains more than 25 grams plutonium or uranium 233 or any combination thereof more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or p prepared or used for the storage or disposal of waste, includes the site on which any of the foregoing is locatec operations conducted on such site and all premises ilsec such operations; "nudear reactor" means any apparatus destined or use sustain nudear fission in a self-supporting chain reaction contain a critical mass of fissionable material; With respect to injury to or destruction of property, the "injury" or "destruction" includes all forms of radio; contamination of property. FORM 800 6/78 (Final Page) BON - 02896 NAMED INSURED Item' L. of the Declarations, Named Insured, shall read as follows: RPM, Inc. Bondex International (Canada) Ltd. Bondex International, Inc. Mohawk'Finishing Products (Canada) Ltd. Mohawk Finishing Products', Inc. Mac-O-Lac Paints, Inc. Briggs Brothers Paint Manufacturing Company F.O. Pierce Company Republic Powdered Metals, Inc. Floquil-Polly S Color Corporation Gates Engineering Company, Inc. Proko Industries, Inc. Richard E. Thibaut, Inc. Alox Corporation Westgate Advertising, Inc. RPM International, Inc. Tropical Paint Company RPM of New Jersey SPI Company - joint venture Republic D & B, Inc. The Dean & .Barry Company Dean & Barry Sales, Inc. B & A Paint Co. Colonial Paint Company Medina Paint Company Parkersburg Paint Company Piqua Paint Company Sandusky Paint Company Sidney Paint Company The Dean & Barry Wallpaper Co., D/B/A Thibaut of Urbana Paint Company Ziegler's Paint Company Marion Paint Company Lexington Paint & Varnish Corporation (inactive) Dutch Masters Paint & Chemical, Inc. (inactive) Lee Forbes & Company, Inc. (inactive) RPM Consumer Products (inactive) H. Behlen & Brothers, Inc. (inactive) Probond, Inc. (inactive) Alox International Sales Corporation (disc) Ohio This endorsement when attached to it forms part of the policy. All other terms and conditions remain unchanged. POLICY NUMBER: INSURED: END. x EFFECTIVE: COMPANY: PROOUCER: PREMIUM: % Federal Tax % State Tax % Stamping Fee TOTAL $ $ S $ $ S S $ __ ,ri 900-A 7/79 By: ^2"v"! / ,v-x . fZ* S Date: June T r 1 9 81 Office: Cleveland kps___________ BON - 02897 Gibraltar Casualty Company A Delaware Corporation UNDERWRITING MANAGER: Drydan & Company, Inc., On* Main Str**t, Chatham, Naw Jatsay 07928 Policy No.: GMU 0QQ93 Prior No.: GMU 00071 Prndurpr: Northern Ohio E & S Agency, Inc. P.0. Box 2195 Hudson. Ohio 44236 Code: Item I. Insured's Name and Address DECLARATIONS -- RPM, Inc., etal P.0. Box 777 Medina, Ohio 44258 Item 2. Policy Period - From May 31, 1982 To May 31, 1983 (12:01 A.M. Standard Time at the address of the Insured as stated herein) Item 3. Retained Limit -- $ 10,000. Item 4. Gibraltar's" Limit of Liability A. Each Occurrence -- $ 5,000,000. B. Aggregate -- S 5,000,000. Item 5. Premium A. Deposit -- 539,000. Rate------ Premium 8asis Flat Charge --" B. Annual Minimum -- S 39,000. Item 6. Endorsement Number(s) Attached - #1, #2, #3, #4, #5, it6, it7, it8, #9. 6/7/82 Date GCC 5 (Ed. 11-78) cv Dryden & Company, htcpi4d*r^riting Manager --/ S' V S' 'S''" Signature ORIGINAL BON - 02898 'oioruiiur Casualty Company SCHEDULE A UNDERLYING INSURANCE............... Attachod to Policy No. GMU 00093 Page 1 of 2 CARRIER, POLICY, AND TERM TYPE OF COVERAGE SCHEDULE OF PRIMARY POLICIES APPLICABLE LIMITS As respects~RPM, Incorporated Various Policy Period (to be determined) Policy # (to be determined) Employers Liability Cardinal Casualty Co. May 31, 1982-83 Policy # (to be determined) Products Liability Contractual Liability Aetna C & S May 31, 1982-83 Policy # (to be determined) General Liability Aetna C & S May 31, 1982-83 . Policy # (to be determined) Automobile Liability Great Northern Insurance Co. May 31, 1982-83 Policy # (to be determined) Foreign, General and Au toraobi1e Liabi1ity As respects A!ox Corporation U.S.F. & G. June 1, 1982-83 Policy # (to be determined) General Liability Admiral Insurance June 1, 1982-83 Property Damage Explosion Cov. B. - Employers Liability :$i00,000./ Accident $1,000,000. Combined Single Limit each occurrence/aggregate $1,000,000. Combined Single Limit each occurrence/aggregate $1,000,000. Combined Single Limit each accident $1,000,000. Combined Sfngle Limit $1,000,000. Bodily Injury $1,000,000. $500,000. Property Damage $500,000. $500,000. Property Damage $500,000. BON - 02899 Gibraltar Casually Company SCHEDULE A UNDERLYING INSURANCE Attached to Policy No______ GMTT 00093 Page 2 of 2 CARRIER, POLICY, AND TERM TYPE OF COVERAGE APPLICABLE LIMITS As respects Design/Craft Fabric Corporation Cardinal Casualty Company July 1, 1981-82 Policy # (to be determined) General Liability $1,000,000. Combined Single Limit each occurrence/ aggregate As respects AGR Company Aetna C &--S May 31, 1982-83 Policy # (to be determined) Aetna C & S May 31, 1982-83 Policy # (to be determined) Argonaut Insurance Company December 2, 1981-82 Policy # (to be determined) General Liability . Automobile Liability Employer's Liability $1,000,000* Combined Single Limit each occurrence/ aggregate $1,000,000. Combined Single Limit each occurrence/ aggregate $100,000. BON - 02900 Gibraltar Casualty Company Policy No.: CMI 0009 S Page 1 of 3 NAMED INSUREDS RPM, Inc. Bondex International (Canada) Ltd. Bondex International, Inc. Mohawk Finishing Products (Canada) Ltd. Mohawk Finishing Products, Inc. Mac-O-Lac Paints, Inc. Briggs Brothers Paint Manufacturing Co. F.O. Pierce Company Republic Powdered Metals, Inc. FIoquil-Polly S Color Corporation Gates Engineering Company, Inc. Proko Industries, Inc. Richard E. Thibaut, Inc. A!ox Corporation Westgate Advertising, Inc. RPM International, Inc. Tropical Paint Company RPM of New Jersey AGR Company - a joint venture Republic D & 8, Inc. -- It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured- RPM, Xnc., etal, Endorsement:__________________________________ tl.------------------- Producer:Northern Ohio E & S Agency, Inc. Effective Date: 5/31/82 6/9/82 cv Dryden & Company, lnc., Gnderwriting Manager . Authorized Signature ORIGINAL BON - 02901 Gibraltar Casualty Company Policy No..- GMTT 00Q9.3 Page 2 of 3 The Dean & Barry Company Dean & Barry Sales, Inc. B A & Paint Co. Colonial Paint Co. Medina Paint Co. Parkersburg Paint Co. Pi qua Paint Co. Sandusky Paint Co. Sidney Paint Co. The Dean & Barry Wallpaper Co., DBA Thibaut of Ohio Urbana Paint Co. Ziegler's Paint Co. Marion'Paint Co Lexington Paint & Varnish Corporation (inactive) Dutch Masters Paint & Chemical, Inc. (inactive) Lee Forbes & Company, Inc. (inactive) RPM Consumer Products (inactive) H. Behlen & Brothers, Inc. (inactive) Probond, Inc. (inactive) A!ox International Sales Corporation Design/Craft Fabric Corporation RPOW, Inc.' -- It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remair unchanged. Name of Insured:__BELL Inc., afcal______________ ------------- Endorsement-------- ill---------------- Producer:Northern Ohio E & S Agpnny, Tno.------------------------- Effective Oate:--5/31/.S?---------- 6/9/82 cv Dryden &. Cempany, .Inc.', Underwriting Manager BON - 02902 Gibraltar Casualty Company Mameco Europe, S.A. RPM of Mass., Inc. Haartz-Mason Incorporated Cal-0-Cam, Inc. EXCLUDED SUBSIDIARIES RPM World Travel, Inc. L. D. Wraem, Inc. FOLLOW FORM SUBSIDIARIES Mameco International, Inc. Policy No.: . GMU 00093 Page 3 of 3 It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of inirpH- RPM, Tnr.j prat Endorsement: --iLl---------------------------------------------------------------------- Prorliirpr: Wnrfhpm OM o F. R S. Agpnny^ Tn<- Effective Date:--5/31/8-2------------- 6/7/82 cv -104 Dryden & Company, Inc., Underwriting Manager : """ " Authorized Signature BON - 02903 Gibraltar Casualty Company Policy No.: GMU 00093 ERISA EXCLUSION It is agreed that this policy does not apply to loss arising out of liability imposed upon any Insured by the Employee Retirement Income Security Act of 1974 or any amendments or additions thereto. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured: RPM, Tnr . , p.tral Endorsement:__________________________________ ill------------------------ Producer: fTorthem Ohio E & S Agpnny, Tnr. Effective Date: 5/31/82----------------------------------- 6/7/82 cv BON - 02904 Gibraltar Casually Company Policy No.: GMU 0Q093 POLLUTION AND CONTAMINATION EXCLUSION This policy shall not apply to- Personal Injury or Property Damage arising out of the discharge, dispersal, release, or escape of smoke, vapors, soot, fumes, acids, alkalis, oil or other petroleum substance, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water; but this exclusion does not apply if such discharge, dispersal, release or escape is sudden and accidental. It is understood and agreed that this policy is hereby amended as indicated, All other terms and conditions remain unchanged. Name of lnsured:_ESlj_TnCj_,--etal----------------------------------------- - Endorsement: //3________ Producer: Northern Ohio E & S Agency. Inc. Effective Date: 5/31/82 6/7/82 cv nrr 7 7.701 Dryden & Company, Inc., Underwriting Manager Authorized Signature BON - 02905 Gibraltar Policy No.: _GMU 00093 Casualty Company CARE, CUSTODY, & CONTROL FOLLOWING FORM ENDORSEMENT It is agreed that this insurance does not apply to liability arising out of Property Damage to: 1) property occupied by or rented to the Insured; 2) property used by the Insured; 3) property in the care, custody, or control of the Insured or property over which the Insured is for any purpose exercising physical control; unless such -liability is covered by valid and collectible underlying . insurance and then only for such hazards for which coverage is afforded by such underlying insurance. ? It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of I nsured RPM, Inc., eta!---------------------------------------------- Endorsement:-----M---------------------- Producer: Northern Ohio E & S Agency, Inc. Effective Date: --5/31/82---------------------------------- 6/7/82 cv nrr t (Pri 7.7R1 BON - 02906 Gibraltar GMU 00093 Casualty Company EXPLOSION, COLLAPSE AND UNDERGROUND PROPERTY DAMAGE FOLLOWING FORM It is agreed that, except to the extent that coverage is provided in the underlying insurance at the underlying limits as set forth in the Schedule of Underlying Insurance, this policy does not apply to: (A) Damage to or destruction of any property arising out of (1) blasting or explosion of air or steam vessels, piping under pressure, prime movers, machinery or power transmitting equipment, or (2) the collapse of or structural injury to any building or structure due (a) to grading of land, excavating, burrowing, filling, backfilling, tunneling, pile driving, coffer dam or caisson work or (b) to moving, shoring, underpinning, raising or demolition of any building or structure or removal or rebuilding of any structural support thereof. (B) Damage to or destruction of wires, conduits, pipes, mains, sewers, tanks, tunnels, any similar property, and any apparatus in connection therewith, beneath the,surface of the ground or water, caused by and occurring during the use of mechanical equipment for the purpose of grading land, paving, excavating, drilling, burrowing, filling, back filling, or pile driving; and property damage to any other property at any time resulting therefrom. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of injured- RPM, Inc.f etal Endorsement: $5----------------------------- Producer: Northern Ohio E & S Agency, Inc. Fffertiw ntP- 5/31/82 6/7/82 cv * 'at Dryden & Company, Inc.,' Underwriting Manager ___________ _______________ . ' Authorized Signature ADir.JWAI BON - 02907 Gibraltar Casualty Company Policy No.: 00093 MEDICAL MALPRACTICE FOLLOWING FORM ENDORSEMENT It is agreed that the coverage provided by this policy does not apply to liability arising out of : (a) the rendering of or failure to render (1) medical, surgical, dental, X-Ray or nursing service or treatment, or the furnishing of food or beverages in connection therewith; (2) any service or treatment conducive to health or of a professional nature; or (3) any cosmetic or tonsorial service or treatment; (b) the furnishing, or dispensing of drugs or medical, dental, or surgical supplies or appliances; unless such liability is covered by valid and collectible underlying policies as set forth in Schedule A Underlying Insurance, and then only for such hazards for which coverage is afforded by such underlying insurance. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of PPM, Tnr., pfal------------------------------------------------ Endorsement:-----U----------------------- Producer: Nortbo-m OM n F, & S AgpnrVj Tnr. Effective Date: --5/3-1 I$>2--------------------------------- 6/7/82 cv GCC 3 (Ed. 7-78) Dryden & Comf y, Irio^Butfwwriting Manager 'y N S Authorized Signature ORIGINAL BON - 02908 Gibraltar Casualty Company Policy Mo.: GMU 00091 AMENDMENT OF CANCELLATION CONDITION Except with respect to cancellation for non-payment of premium, it is agreed that the second sentence of policy Condition K Cancellation is amended to read as follows: This Policy may be cancelled by Gibraltar by mailing to the Insured, at the address shown in this policy, written notice stating when, not less than Sixty (60) days thereafter such cancellation shall be effective. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of i< <*> T-nr } Pt-n 1----------------------------------------------- Endorsement:------ 1--------------------- Producer: Nn-rrhpr-n OMn F. R S Agpnoyj Trn-.. Effective Date:--5/11 /82------------ 6/7/82 cv Dryden & Company, Inc., Underwriting Manager 1 Authorized Signature BON - 02909 Gibraltar Casualty Company Policy No.: GMU 00093 EMPLOYERS LIABILITY - UNDERLYING INSURANCE It is agreed that as respect- Personal Injury sustained by any employee of the Named Insured the insurance afforded by this policy shall be excess of a primary limit of $100,000. each Accident or Occurrence, whether or not such primary limit is provided by underlying' insurance. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions unchanged. injured- KPM, Inc., etal_____________________ . . Endorsement: _J!S--------------- Prnejtirpr: Northern Ohio E & S Agency. Inc. Effective Date:__5/3JL4S-' 6/7/82 cv ''siniNAL Gibraltar Casualty Company Policy No.: GMU 0Q093 SERVICE OF PROCESS ENDORSEMENT Service of process upon the Company in connection with a claim arising under this policy may be made in any manner permitted by law. Where permitted, the Company hereby appoints the Commissioner of Insurance (or equivalent insurance regulatory official) as its attorney in fact to accept such service of process, and forward the documents to: John T. Andrews, Jr. General Counsel Gibraltar Casualty Co. P.0. Box 908 213 Washington Street Newark, N.J. 07101 It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Nam** nf insured- RPM, Inc., etal Endorsement: .... Producer: Northern Ohio E & S Agency, Inc. Effective Date: 5/33-/82 6/7/82 cv GCC 3 (Ed. 7-781 Dryd*n & Com party, """V 1 Manager " ~ Authorized Signature BON -02911 a1 Gibraltar Casualty Company Policy No.: GMU 00093 Page 1 of 3 In consideration of the premium charged, it s agreed. Schedule A. Underlying Insurance is cancelled and replaced by the following: CARRIER, POLICY AND TERM __ TYPE OF COVERAGE APPLICABLE LIMITS SCHEDULE OF PRIMARY POLICIES As respects RPM, Incorporated Various Policy Period (to be determined) Policy No. (to be determined) Employers Liability Coverage B - Employers Li abi1ity $100,000. Per Accident Cardinal Casualty Co. May 31, 1982 - May 31, 1983 Policy No. CGL 218 Products Liability Contractual Liability $1,000,000. Combined Single Limit each occurrence/aggregate Aetna Casualty & Surety General Liability May 31, 1982 - May 31, 1983 Policy No. 02AL314302CCA (for Texas) $1,000,000. Combined Single Limit each occurrence/aggregate Aetna Casualty & Surety General Liability May 31, 1982 - May 31, 1983 Policy No. 02GL295209CCA (All Others) $1,000,000. Combined Single Limit each occurrence/aggregate Aetna Casualty & Surety Automobile Liability May 31, 1982 - May 31, 1983 Policy No. 02AL314302CCA (for Texas) $1,000,000. Combined Single Limit each accident It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of I nsured: .RPM. Inc., eta! -- Endorsement:----------------------------------------------SIO-------------- Producer. Northern Ohio E & S Agency. Inc. Effective Date: --3/3,1 /82---------------------- 8/16/82 cv r.cc 3 (Ed. 7-78) Dryde'n & Company, Inc., Underwriting Manager Authorized Signature ORIGINAL BON-02912 Gibraltar Casualty Company Policy No.:___GMU 00093 Page 2 of 3 CARRIER POLICY AND TERM 'TYPE OF COVERAGEAPPLICABLE LIMITS Aetna Casualty & Surety Automata 1 e Li ab i 1 i ty May 31, 1982 - May 31, 1983 Policy No. 02FJ238381CCA (All others) Great Northern Insurance Co. May 31, 1982 - May 31,. 1983 Policy No. GLP 7119-74-91 Foreign, General and Automobile Liability As respects A!ox Corporation U.S.F. & G. June 1, 1982 - June 1, 1983 Policy No. 1CC012444905 General Liability & Property Damage & ` Explosion As respects Design/Craft Fabric Corporation Cardinal Casualty Co. May 31, 1982 - May 31, 1983 Policy No. CGL 218 General Liability $1,000,000. Combined Single Limit each accident $1,000,000. Combined Single Limit Bodily Injury $1,000,000. Each Occurre $1,000,000. Aggregate Property Damage $500,000. Each Occurrenc $500,000. Aggregate $1,000,000. Combined Single Limit each occurrence/aggregate It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured:RPM, Inc. , eta! Endorsement:----------------------------------------------------------------------------------- PrnHnrpr- Northern Ohio E & S Agency, Inc.________ Effective Date: ___iZllZ82 8/16/82 cv GCC 3 (Ed. 7-78) DryderuSrCommppany.^nc.. Underwriting Manager Authorized Signature original BON - 02913 Gibraltar Casualty Company CARRIER, POLICY AND TERM_________________ TYPE OF COVERAGE As respects. AGR Company Aetna Casualty & Surety May 31, 1982 - May 31, 1983 Policy No. 02GL295208CCA General Liability Aetna Casualty & Surety May 31, 1982 - May 31, 1983 Policy No. 02FJ238382CCA Automobile Liability Argonaut Insurance Company Employer's Liability December 2, 1981 - December 2 1982 Policy No. WC 82401004931 Policy No.:____ GMU 00093 Page 3 of 3 APPLICABLE LIMITS $1,000,000. Combined Single Limit each occurrence/aggregate $1,000,000. Combined Single Limit each occurrence/aggregate $100,000. Each Accident It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured:RPM, Inc., eta! Endorsement:-------------------------------------------------------------- 10--------------- Producer:Northern Ohio F & S Agpnry, Tnr. __ Effective Date: --5/31/82--------------------- 8/16/82 CV GCC 3 (Ed. 7-78) Oryden & .Company, Inc.',' Uriderwriting Manager Ai ifhr\ri7ori ^innamrp ORIGINAL BON - 02914 POLICY #GMU 00093 (5/31/82-5/31/83) Gibraltar Casualty McDonough Caperton Cleveland Company A DELAWARE CORPORATION 3733 Park East. Suite 106 Cleveland, OH 44122 (216) 464-6920 UNDERWRITING MANAGER: Dryden & Company, Inc., One Main Street, Chatham, New Jersey 07S Umbrella Liability Policy A Subsidiary of Prudential Insurance Company of America GCC 4 (11-78) BON -02915 GIBRALTAR CASUALTY COMPANY POLICY PROVISIONS Gibraltar Casualty Company, a capital stock insurance company (herein called Gibraltar), agrees with the Insured named in the Decla rations. in consideration of the payment of the required premium and subject to all the terms of this policy: I. INSURING AGREEMENT .. Gibraltar will pay on behalf of the Insured the Ultimate Net Loss, in excess of the applicable underlying or retained limit, which the Insured shall become legally obligated to pay as damages because of: A. Personal Injury; B. Property Damage: or C. Advertising Injury to which this policy applies, caused by an Occurence. II. DEFENSE, SETTLEMENT, SUPPLEMENTARY PAYMENTS A. With respect to Personal Injury, Property Damage, or Advertising Injury covered by underlying insurance, Gibraltar shall not be called upon to assume charge 5F the investigation, defense, or settlement of any claim made or suit brought or proceedings instituted against the Insured but shall have the right and be given the opportunity to associate with the Insured in defense and control of any claim, suit, or proceeding relative to any Occurrence which in .the opinion of Gibraltar may involve liability on the part of Gibraltar under the terms of this policy. If Gibraltar avails itself of such right and opportunity, Gibraltar shall do so at its own expense. Court costs and interests, if incurred with the consent of Gibraltar, shall be borne by Gibraltar in the proportion that its share of Ultimate Net Loss bears to the total amount of Ultimate Net Loss. B. With respect to Personal Injury, Property Damage, or Advertising Injury not covered by underlying insurance but within the coverage provided by this policy, or if the limits of liability of underlying insurance are ex hausted by payment of judgment or settlements because of Personal Injury. Property Damage, or Ad vertising Injury during the period of this policy, Gibraltar shall: 1. have the right and duty to defend any suit against the Insured seeking damages on account of such Personal Injury, Property Damage, or Advertising Injury even if any of the allegations of the suit are groundless, false, or fraudulent, and may make such investigation and settlement of any claim or suit as it deems expedient, but Gibraltar shall not be obligated to pay any claim or judgment or to defend any'suit after Gibraltar's limit of liability has been exnausted by payment of judgments or settlements. 2. in addition to the amount of Ultimate Net Loss payable: a) pay all expenses incurred by Gibraltar, all costs taxed against the Insured in any suit de fended by Gibraltar, and the interest on the amount of any judgment therein which ac crues after entry of the judgment and before Gibraltar nas paid or tendered or deposited in court that part of the judgment which does not exceed the limit of Gibraltar's liability thereon; b) pay premiums on appeal bonds required in any suit, premium of bonds to release attach ments m any such suit for an amount not in excess of the applicable limit of liability of this policy, and the cost of bail bonds re quired of the insured because of accident or traffic law violation arising out of the use of (11 any vehicle to which this policy applies, but Gibraltar shall have no obligation to apply for or furnish any such bonds: c) pay reasonable expenses incurred by the In sured at Gibraltar's request in assisting Gibraltar in the investigation or defense of any claim or suit, including actual loss of earn ings. In jurisdictions where Gibraltar may be prevented by law or otherwise from carrying out this agreement, Gibraltar will indemnify the Insured for such expense incurred with its written consent in accordance with this provision. III. PERSONS OR ENTITIES INSURED A. The named Insured is the organization(s) named in the Declarations of this policy and includes: 1. any subsidiary company including subsidiaries thereof and any other company under their con trol and active management at the inception date of this policy: 2. new organizations acquired by the named Insured during the policy period through consolidation, merger, purchase of .the assets of. or assumption of control and active management provided such ac quisition or assumption is reported within 60 days after it is effected and provided further such ac quisition is endorsed on this policy; 3. if the named Insured is a partnership or a joint venture, any partner or member thereof is in cluded as a named Insured but only with respect to his liability as a partner or member of such partnership or joint venture; 4. if the named Insured is an individual, the person so designated but only with respect to the conduct of a business of which he is the sole proprietor and the spouse of the named Insured with respect to the conduct of such a business; B. Each of the following is an Insured under this policy to the extent set forth below: 1. any person, organization, trustee, or estate to whom or to wnich the named Insured is obligated by virtue of a written contract or oermit to provide insurance such as is afforded by the terms of this policy, but only witn respect to operations by or on behalf of the named Insured or to facili ties of or facilities used by the named Insured anc then only to the extent of :*e coverage requires by such contract and for tne limits of liabilitv specified in such contract in excess of the retainec limit, but in no event for insurance not afforded bv this policy nor for limits of liability in excess cthe applicable limits of liability of this policy; 2. at the option of the named Insured and subject t: the terms of the coverage of this insurance, any ac ditional Insured(s) included in the underlying insurance listed in Schedule A but only to the ex tent that insurance is provided for such additiona Insured(s) thereunder: BON - 02916 3. except with respect to the ownership, mainten ance, or use. including loading or unloading, of automobiles or aircraft, any officer, employee, director, or stockholder of the named Insured while acting on behalf of such named Insured, or any person or organization while acting as real estate manager for the named Insured; 4. any person while using, with the permission of the named Insured, any automobile or aircraft owned by. loaned to, or hired for use by or on behalf of the named Insured and any person or organization legally responsible for the use thereof, provided the actual operation or other actual use is within the scope of such permission, and any officer, director, or stockholder of the named Insured with respect to the use of an automobile or aircraft not owned by the named Insured but only while such automobile or aircraft is being used in the business of the named Insured. The insurance with respect to any person or organization other than the named Insured does not apply under this Para graph 4: a) to any person or organization or to any agent or employee thereof, operating an automobile sales agency, repair shop, service station, stor age garage, or public parking place; b) with respect to any automobile or aircraft hired by or loaned to the named Insured, to the owner, or a lessee of whom the named Insured is a sub-lessee thereof, other than the named Insured, or to any agent or employee of such owner or lessee: c) to any manufacturer of aircraft, aircraft en gines, or aviation accessories, or any aviation sales, service, or repair organization, or airport or hangar operator or their respecitve employees or agents. LIMITS OF LIABILITY Regardless of the number of (1) Insureds under this policy; [2) persons or organizations who sustain Personal Injury, Property Damage, or Advertising Injury; (3) claims made or suits brought on account of Personal Injury, Property Dam age, or Advertising Injury; (4) automobiles, aircraft, or .vatercraft to which this policy applies; or (5) coverages under which Ultimate Net Loss is insured in this policy, Gibraltar's liability with respect to Personal Injury, Proper ty Damage, Advertising Injury, or any combination thereof, shall be only for the Ultimate Net Loss in excess of the msured's Retained Limit, and then for an amount not exseeding the amount specified in Item 4A of the Declara tions arising out of any one Occurrence during the policy oeriod. There is no limit to the number of Occurrences during the solicy period for which claims may be made hereunder, ex sept that the liability of Gibraltar 1. because of all Personal Injury and Property Dam age included within the Products Hazard and all Personal Injury and Property Damage included within the Completed Operations Hazard, or both combined; or 2. because of all Occupational Disease sustained by all employees of Insureds arising out of and in the course of their employment. jrismg out of all Occurrences during each policy period shall not exceed the aggregate limit of liability stated in tern 4B of the Declarations. If the aggregate limits of liability of the underlying insur ance listed in Schedule A are reduced or exhausted because of Personal Injury, Property Damage,'or Advertising Iniury which occur during the period of this policy, Gibraltar will, during the policy period of this policy and subject to Gibraltar's limit of liability stated above, continue such coverage as is afforded by such listed underlying insurance for the remainder of the policy period of such underlying insurance in excess of the reduced or exhausted limits. In those cases where the underlying insurance listed in Schedule A contains an aggregate limit of liability for all insured damages arising out of: 1. Advertising Injury, or 2. automobile Personal Injury, or automobile Property Damage, or both combined, or 3. other Personal Injury, or other Property Damage, or both combined, or 4. any combination of all or partis) of the foregoing, Gibraltar's liability shall likewise be limited to the amount stated as the aggregate limit of liability in Item 4B of the Declarations with respect to all Ultimate Net Loss caused by one or more occurrences during each policy period while this policy is in force commencing from its effective date. For the purpose of determining the limits of Gibraltar's liability (1) all Personal Injury and Property Damage arising out of continuous or repeated exposure to substantially the same general conditions shall be considered as arising out of one Occurrence, and (2) with respect to Advertising Injury, all injury arising out of any advertisement, publicity article, broadcast or telecast, or any combination thereof, involving the same injurious material or act. regardless of the frequen cy or repetition thereof or the number or kind of media used, whether claim is made by one or more persons, shall be deemed to arise out of one Occurrence. V. DEFINITIONS A. Advertising Injury means damages which arise out of: 1. unintentional libel, slander, or defamation; 2. infringement of copyright or title or slogan; 3. piracy or unfair competition or idea misappropria tion under an implied contract: 4. invasion of rights of privacy; committed or alleged to have been committed in any advertisement, publicity article, broadcast, or telecast and arises out of the named Insured's ad vertising activities. B. Completed Operations Hazard - means Personal In jury and- Property Damage arising out of opera tions or reliance upon a representation or warranty made at any time with respect thereto, but only if the Personal Injury or Property Damage occurs after such operations have been completed or abandoned and occurs away from premises owned by or rented to the Insured. Operations include materials, parts, or equipment furnished in connec tion therewith. Operations shall be deemed com pleted at the earliest of the following times: 1. when all operations to be performed by or on behalf of the Insured under the contract have been completed; 2. when all operations to be performed by or on behalf of the Insured at the site of the opera tions have been completed; or BON-02917 (2) . 3. when the portion of the work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor engaged in per forming operations for a principal as a part of the same project Operations which may require further service or maintenance work or correction, repair, or replace ment because of any defect or deficiency, but which are otherwise complete shall be deemed completed. The "Completed Operations Hazard" does not in clude Personal Injury or Property Damage arising out of (1) operations in connection with the transportation of property, unless the Personal In jury or Property Damage arises out of a condition in or on a vehicle created by the loading or un loading thereof, (2) the existence of tools, unin-_ stalled equipment, or abandoned or unused* materials. C. Insured's Products - means goods or products manu factured, sold, handled, or distributed by the In sured or by others trading under his name, includ ing any container thereof (other than a vehicle), but "Insured's Products" shall not include a vend ing machine or any property other than such a container, rented to or located for use of others but not sold. D. Occurrence - means: 1. with respect to Personal Injury and Property Damage, an accident, a happening,, an event, or a continuous or repeated exposure to con ditions which results during the policy period in Personal Injury or Property Damage neither expected nor intended from the standpoint of the Insured. All such exposure to substantially the same general conditions shall be deemed one Occurrence: 2. with respect to Advertising Injury, an act or series of acts in which the same or similar ad vertising material is used, regardless of the number or kind of media used, committed during the policy period which causes such Advertising Injury. All damages involving the same injurious material or act, regardless of the frequency or repetition thereof, the num ber or kind of media used, or the number of claimants shall be deemed to arise out of one Occurrence. E. Occupational Disease - means bodily injury by disease as insured by Coverage B of the standard Workers' Compensation and Employers' Liability Policy, F. Personal I njury - means: 1. bodily injury, sickness, disease, disability, shock, fright, mental anguish, and mental injury, in cluding death at any time resulting therefrom: 2. false arrest, false imprisonment, wrongful en try, wrongful eviction, wrongful detention, malicious prosecution and humiliation: 3. the publication or utterance of a libel or slan der or of other defamatory or derogatory material, or a publication or utterance in vio lation of rights of privacy, except where any of the foregoing arises out of the Insured's advertising activities; (3) 4. racial, religious, sex, or age discrimination (un less insurance thereof is prohibited by law) not committed by or at the direction of the Insured, but only with respect to liability other than for fines and penalties imposed by law; and 5. assault and battery not committed by or at the direction of the Insured unless committed for the purpose of preventing or eliminating danger to persons or property. G. Products Hazard - means Personal injury and Prop erty Damage arising out of the. named Insured's products or reliance upon a representation or war ranty made at any time with respect thereto, but only if the Personal Injury or Property Damage occurs away from premises owned by or rented to the named Insured and after physical possession of such products has been relinquished to others. H. Property Damage-means (1) Physical injury to or destruction of tangible property, including the loss of use thereof at any time resulting therefrom, or (2) loss of use of tangible property which has not been physically injured or destroyed, provided such loss of use is caused by an Occurrence during the policy period. I. Retained Limit-means: 1. with respect to Personal Injury, Property Dam age, or Advertising Injury covered by the underlying insurance stated in Schedule A. an amount equal to the applicable limit(s) of liability stated in Schedule A plus the limit(s) of any other insurar.ee collectible by the In sured (other than insurance purchased specifi cally in excess of this policy), and 2. with respect to Personal Injury, Property Dam age, or Advertising injury not covered by the underlying insurance stated in Schedule A, but within the coverage provided by this policy, the amount stated in Item 3 of the Declara tions or the amount of any other collectible insurance (other than insurance purchased speci fically in excess of this policy) which is avail able, to the insured. In the event the amount of said other collectible insurance is less than the amount stated in Item 3 of the Declara tions, the Insured shall retain for the Insured's own account the difference between the amount available from said other collectible insurance and the amount stated in Item 3 of the Declarations. J. Ultimate Net Loss-means the sums paid or pay able by reason of adjudication or settlement of losses for which the Insured is liable after making deductions for all recoveries, salvages, and other insurances (other than recoveries under the under lying insurance policies, or policies of co-insurance, or policies specifically in excesss hereof), whether recoverable or not, and shall exclude (1) all loss expenses and legal expenses (including interest on judgments, investigation, adjustment, and legal ex penses, and fees including taxed court costs and premiums on bonds), unless they are included within the limit of liability of the underlying in surance listed on Schedule A; and (2) all expenses for salaried employees and counsel on retainer and all office expenses of the insured. Gibraltar, or any underlying insurer. BON -02918 EXCLUSIONS This policy does not apply: A. to any obligation for which the Insured or any carrier as his insurer may be held liable under any workers' compensation, unemployment compensation, or dis ability benefits law or under any similar law, provided, however, that this exclusion does notapply to liability of others assumed by the named Insured under con tracts. 8. to Property Damage: 1. to property owned by the Insured; or 2. to the Insured's Products arising out of such products or any part of such products; or 3. to work performed by or on behalf of the Insured arising out of the work or any por tion thereof, or out of materials, parts, or equipment furnished in connection therewith. __ 4. arising from the loss of use of tangible property which has not been physically injured or destroyed resulting from: i. a delay in or lack of performance by or on behalf of the named Insured of any contract or agreement; or ii. the failure of the named Insured's Products or work performed by or on behalf of the named Insured to meet the level of per formance, quality, fitness, or durability warranted or represented by the named In sured; but this exclusion does not apply to loss of use of other tangible property re sulting from the sudden and accidental physical injury to or destruction of the named Insured's Products or work per formed by or on behalf of the named In sured after such products or work have been put to use by any person or organi zation other than an Insured; or C. to damages claimed for the withdrawal, inspection, re pair, replacement, or loss of use of the named Insured's Products or work completed by or for the named Insured or of any property of which such products or work form a part if such products, work, or property are withdrawn from the market or from use because of any known or suspected defect or deficiency therein. D. to Advertising Injury resulting from 1. failure of performance of contract; or 2. infringement of trademark, service mark, or trade name of goods or services sold, offered for sale, or advertised, but this exclusion shall not relate to titles or slogans; or 3. incorrect description of any article or com modity; or 4. mistake in advertised price. CONDITIONS A. Underlying Insurance The named Insured shall maintain the underlying policies and renewals thereof with limits of liability as stated in Schedule A in full effect during this policy period, except for any reduction or exhaustion of the aggregate limit or limits contained in such policies solely by payment of claims arising out of Occurrences which happen during this policy period. Failure of the named Insured to comply with the foregoing shall not oj 2 O 00 (4) invalidate this policy, but in the event of such failure, Gibraltar shall be liable only to the extent that it would have been liable had the named In sured complied therewith. As this policy is excess insurance, the named In sured warrants that coverage under the uninsured motorist laws and "no fault" laws will be main tained during the policy period. It is agreed that the named Insured shall promptly reimburse Gibraltar for any amount of ultimate net loss paid on behalf of any Insured as respects any payment made under an uninsured motorist law, "no fault" law. or any similar law. The named Insured shall give Gibraltar written notice as soon as practicable of (1) any change in the named Insureds, in the scope of coverage or in the amount of limits of insurance, under any underlying policy, and (2) the termination of any coverage or exhaustion of aggregate limits of any underlying insurer's liability. B. Premium The premium set forth in the Declarations is an estimated premium only, unless indicated as a fixed premium. Upon termination of this policy, where the premium is estimated, earned premium shall be computed in accordance with the premi um computation provisions of an endorsement at tached hereto. Where the earned premium thus computed exceeds the estimated advance .premium paid, the named Insured shall pay the excess to Gibraltar; where less, Gibraltar shall return the named Insured the unearned portion paid by the named Insured. The named Insured shall maintain records of such information as is necessary for premium computa tion and shall send copies of such records to Gibraltar at the end of the policy period and at such times during the policy period as Gibraltar may direct. C. Inspection and Audit Gibraltar shall be permitted, but not obligated, to inspect the named Insured's property and opera tions at any time. Neither Gibraltar's right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on behalf of or for the benefit of the named Insured or others to determine or warrant that such prop erty or operations are safe or healthful, or are in compliance with any law, rule, or regulation. Gibraltar may examine and audit the named Insur ed's books and records at any time during the policy period and extensions thereof, and within three years after the final termination of this policy, as far as they relate to the subject matter of this insurance. D. Insured's Duties in the Event of Occurrence, Claim, or Suit 1. In the event of an Occurrence which is rea sonably likely to involve this insurance, writ ten notice containing particulars sufficient to identify the Insured and also reasonably ob tainable information with respect to the time, place, and circumstances thereof, and the names and addresses of the injured and of available witnesses, shall be given by or for the insured to Gibraltar or any of its autho rized representatives as soon as practicable. 2. 'If claim is made or suit is brought against the Insured, tne Insured shall immediately forward to Gibraltar every demand, notice, summons, or other process received by the Insured or the Insured's representative. 3. The Insured shall cooperate with Gibraltar and, upon Gibraltar's request, assist in making settlements in the conduct of suits and in en forcing any right of contribution or indemnity against any person or organization who may be liable to the Insured because of Personal Injury, Property Damage, or Advertising Injury with respect to which insurance is afforded under this policy. The Insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not, except at the Insured's own cost, voluntarily make any payment, assume any obligation, or incur any expense. 4. The named Insured shall promptly reimburse Gibraltar for any amount of Ultimate Net Loss paid on behalf of any Insured within the Retained Limit. Appeals policy is in excess), Gibraltar's total liability shall in no event exceed the greater or greatest limit of liability applicable to such loss under this or any other such policy. H. Subrogation In the event of any payment under this policy, Gibraltar shall participate with the Insured and any underlying insurer in the exercise of all the Insured's rights of recovery therefor against any person or organization. The Insured shall do noth ing after loss to prejudice such rights and shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The apportionment of any amounts which may be recovered shall be made as follows: Any interest, including the Insured's that shall have paid an amount in excess of any pay ment hereunder shall first be reimbursed to the extent of its actual payment. Gibraltar shall be reimbursed next out of any balance then remaining to the extent of its actual payments hereunder. If any balance then re mains unpaid, it shall be applied to reimburse the insured or any underlying insurer, as their interests may appear. If the Insured or the Insured's underlying insurer elects not to appeal a judgment in excess of the Retained Limit, Gibraltar may elect to do so at The expense of any subrogation proceeding brought to enforce such rights shall be appor tioned among Gibraltar, the underlying insurers, its own expense and shall be liable for the taxable costs, disbursements, and interest incidental there to, but in no event shall the liability of Gibraltar for Ultimate Net Loss exceed the amount specified in the limits of liability section of the Declara tions, plus the taxable costs, disbursements, and interest incidental to such appeal. the Insured, and any other interest, in accordance . with the ratio of their respective recoveries as finally settled. If there is no recovery in proceed ings conducted solely by Gibraltar, it shall bear the expenses thereof. I. Changes Action Against Gibraltar No action shall lie against Gibraltar unless, as a condition precedent thereto, there shall have been full compliance with all the terms of this policy, nor until the amount of the Insured's obligation to pay shall have been finally determined, either by judgment against the Insured after actual trial or by written agreement of the Insured, the claim Notice to or knowledge possessed by any person shall not effect a waiver or change in part of this policy, or stop Gibraltar from asserting any rights under the terms of this policy: nor shall the terms of this policy be waived or changed, except by endorsement issued to form a part hereof, signed by an authorized representative of Gibraltar. J. Assignment ant, and Gibraltar. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall there after be entitled to recover under this policy to Assignment of interest under this policy shall not bind Gibraltar until its consent is endorsed hereon; if however, the named Insured shall die or be ad judged bankrupt or insolvent, such insurance as is the extent of the insurance afforded by this afforded by this policy shall apply: policy. No person or organization shall have any right under this policy to join Gibraltar as a co defendant in any action against the Insured to determine the Insured's liability, nor shall Gibraltar 1. to the named Insured's legal representative, as the named Insured, but only while acting within the scope of his duties as such, and be impleaded by the Insured or his legal represen 2. with respect to the property of the named tative. Bankruptcy or insolvency of the Insured Insured, to the person having proper tempo shall not relieve Gibraltar of any of its obligations rary custody thereof, as Insured, but only hereunder. until the appointment and qualification of the Other Insurance legal representative. If other valid and collectible insurance with any K. Cancellation other insurers aoplicable to any loss or expense This policy may be cancelled by the named In covered by this policy is available to the Insured (other than insurance which is in excess of the insurance afforded by this policy), the insurance cd sured by mailing to Gibraltar written notice stating when thereafter such cancellation shall be effective. This policy may be cancelled by Gibraltar by afforded by this policy shall be in excess of and mailing to the named Insured at the address snail not contribute with such other insurance. cp shown in this policy written notice stating when, Nothing herein shall be construed to make this not less than thirty (30) days or as soon there policy subject to the terms of other insurance. If o after as permitted by law, such cancellation shall collectible insurance under any other policy of ^ be effective. The mailing of notice as aforesaid Gibraltar is available to the Insured, covering a shall be sufficient proof of notice and the effec loss also covered hereunder (other than underlying tive date of such cancellation stated in the notice insurance of which '"e insurance afforded by this shall become the end of the policy period. If can- cellation is at the request of the named Insured, earned premium shall be computed in accordance with the customary short rate procedure. If Gibraltar cancels, earned premium shall be computed pro rata. If this policy insures more than one named insured, cancella tion may be effected by the first of such named Insureds for the account of all the named Insureds; notice of cancellation by Gibraltar to such first named Insured shall be deemed notice to all Insureds and pay ment of any unearned premium to such first named Insured shall be to the account of all interests herein. Premium adjustment may be made either at the time cancellation is effected or as soon as practi cable after cancellation becomes effective, but pay ment or tender of unearned premium is not a condition of cancellation. L Representations By acceptance of this policy, the named Insured agrees that the statements in the application and in the Declarations and in any subsequent notice relating' to underlying insurance are the named In sured's agreements and representations, that this policy is issued and continued in reliance upon the truth of such representations, and that this policy embodies all agreements existing between the named Insured and Gibraltar or any of ns representatives relating to this insurance. Witness Whereof. Gibraltar has caused this policy to be signed by its authorized officers, but this policy shall not be valid unless counsigned on the Declarations page of this policy by a duly authorized representative of Gibraltar. BON - 02921 (61 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) It is agreed that the policy does not apply: I. Under any Liability Coverage, to injury, sickness, disease, death or destruction (a) with respect to which an Insured under the policy is also an Insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Associ ation, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an Insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protec tion pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the Insured'??, or had this policy not been issued would be. entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. II. Under any Medical Payments Coverage, or under any Supplementary Payments provision relating to immediate medical or surgical relief, to expenses incurred with re spect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. III. Under any Liability Coverage, to injury, sickness, dis ease, death or destruction resulting from the hazardous properties of nuclear material if (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an Insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste or at any time possessed, handled, used, pro cessed, stored, transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used in this endorsement: "Hazardous properties" include radioactive, toxic or ex plosive properties; "nuclear material" means source material, special nuciear material or byproduct material; - "source material." "special nuclear material," and "by products material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to raaiation in a nuclear reactor; "waste" means any waste material (1) containg byproduct material and (2) resulting from the operation by any per son or organization of any nuclear facility included with in the definition of nuclear facility under paragraph (aor (b) thereof; "nuclear facility" means (a) any nuclear reactor. (b) any equipment or device designated or used for (1) separating the isotopes of uranium or plutonium. (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (cl any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the Insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste. and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or usea to sustain nuclear fission in any self-supporting chain reaction or to contain a critical mass of fissionable ma terial; with respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of ra dioactive contamination of property. BON - 02922 (7) Gibraltar Casualty Company A Delaware Corporation UNDERWRITING MANAGER: Orydn & Company, Inc., On* Main Stratt, Chatham, New Janay 07928 Policy No.: fiMIl 00170______ Prior No.: GMU 00093 Producer: Northern Ohio E & S Agency, Inc 5800 ...Monrae. .Street RmlrHng fl ------------ Sylvan.la, OH__43550--------- Code: Item 1. Insured's Name and Address DECLARATIONS RPM Inc- etal P.0. Box 777 Medina* OH 44258 Item 2. Policy Period From May 31* 1983 To (12:01 A.M. Standard Time at the address of the Insured as stated herein) May 31* 1984 Item 3. Retained Limit -- S 10*000. Item 4. Gibraltar's Limit of Liability A. Each Occurrence -- S 10,000,000. B. Aggregate -S 10,000,000. Item 5. Premium A. Deposit -- $ 41,000. Rate ----- Premium 8asis Flat Charge 8. Annual Minimum -- $ 41,000. Item 6. Enaorsement Numaeris) Attachec -- #1, f2, #3, #4, #5, #6, #7, #8, #9, #10 July 18, 1983 cc Date OCC S !Sd. 11*78) Dryden & Cojrtfaany x l" ORIGINAL lerwriting Manager Autncruea i-arsf-'- BON - 02923 - Gibraltar Casualty Company SCHEDULE A UNDERLYING INSURANCE Attached to Policy No. rmii nm?n Page 1 of 2 CARRIER, POLICY AND TERM TYPE OF COVERAGE______________________ APPLICABLE LIMITS Schedule of Primary Policies As respectSTRPM Incorporated Argonaut Policy No. (to be determined) Policy Period (to be determined) Employer's Liability Aetna Casualty & Surety Policy No. (to be determined) May 31, 1983-May 31, 1984 General Liability Cardinal Casualty Co. Policy No. (to be determined) May 31, 1983-May 31, 1984 Products Liability Aetna Casualty & Surety Policy No. (to be determined) May 31, 1983-May 31, 1984 Automobi 1-e L i abi 1 i ty Great Northern Insurance Co. Policy No. (to be determined) May 31, 1983-May 31, 1984 Foreign General Liability and Automobi1e,Liabi1ity Coverage B-Employer's Liabi1ity $100,000. Per Accident $1,000,000. Combined Single Limit $1,000,000. Combined Single Limit $1,000,000. Combined Single Limit $1,000,000. . Combined Single Limit U.S.F. & G. Policy No. (to be determined) June 1, 1983-June 1; 1984 As. respects Alex Corporation Comprehensive General Liability -- 7-18-83 cc Bodily Injury $1,000,000. Each Occurrenc $1,000,000. Aggregate Property Damage $500,000. Each Occurrence $500,000. Aggregate bon - 02924 Gibraltar Casualty Company SCHEDULE A UNDERLYING INSURANCE Attached to Policy No. amii nm?n Page 2 of 2 CARRIER, POLICY AND TERM Aetna Casualty & Surety Policy No. (to be determined) May 31, 1983-May 31, 1984 Aetna Casualty & Surety Policy No. (to be determined) May 31, 1983-May 31, 1984 TYPE JJF COVERAGE General Liability (Canadian) Automobile Liability (Canadian) APPLICABLE LIMIT'S $1,000,000. Combined Single Liability $1,000,000. Combined Single Liability Aetna Casualty & Surety Policy No. (to be determined) May 31, 1983-May 31, 1984 As respects AGR Company Comprehensive General Liability Aetna Casualty & Surety Policy No. (to be determined) May 31, 1983-May 31, 1984 Argonaut Ins. Policy No. (to be determined) December 2, 1982-December 2, 1983 Automobile Liability Employer's Liability ` Bodily Injury $1,000,000. Each Occurre $1,000,000. Aggregate Property Damage $1,000,000. Each Occurre $1,000,000. Aggregate $1,000,000. Combined Single Limit Coverage B-Employer's Liability $100,000. Per Accident 7-18-83 cc BON - 02925 Gibraltar Casualty Company NAMED INSUREDS Policy No.: GMU 00120 Page 1 of 2 RPM, INC. AGR Company, a Joint Venture Alox Corporation B & A Paint Company -- Bondex International, Inc. Bondex International, (Canada), Ltd. Cal-0-Cam, Inc. Colonial Paint Company Dean & Barry Company Dean & Barry Sales, Inc. Design/Craft Fabric Corporation FIoquil-Polly S Color Corporation F. 0. Pierce Company Gates Engineering Company, Inc. . Haartz-Mason, Inc. H. Behlen & Brothers, Inc. Marion Paint Company Medina Paint Company Mohawk Finishing Products, Inc. Mohawk Finishing Product (Canada), Ltd. Parkersburg Paint Company Piqua Paint Company Probond, Inc. Proko Industries, Inc. Republic D & B, Inc. Republic Powdered Metals, Inc. RPM Consumer Products RPM International, Inc. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of inc.red- RPM Inc, eta!-------------------------------------- Endorsement: _li------------------------- -- Producer: Nnrf.hprn Ohio E & S Agency, Inc. EffectiveOate: --5-3_1^83------------------------------------- 7-18-83 cc Dryden & Company, Inc. Underwriting Manager. Authorized Signature CC 3 (Ed. 7-78) ORIGINAL BON - 02926 altar jahy ipany RPM of Massachusetts RPM of New Jersey RPOW, Inc. Sandusky Paint Company Sidney Paint Company Richard E. Thibaut, Inc. Tropical Industrial Coatings, Inc. Tropical Paint Company Urbana Paint Company Westgate Advertising, Inc. Ziegler's Paint Company Policy No.: GMI1 00120 Page 2 of 2 INACTIVE SUBSIDIARIES OR DISC CORPORATIONS Lexington Paint and Varnish Corporation Dutch Masters Paint and Chemical, Inc.. Lee Forbes & Company, Inc. Alox International Sales Corporation Mac-O-Lac Paints, Inc. Briggs Brothers Paint Mfg. Co. EXCLUDED SUBSIDIARIES Medina County Travel Service arstood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain ed. insured-RPM Inc, etal Endorsement:_JU r: Northern Ohio E & S Agency, Inc. Effective Date: 5-31-83 7-18-83 cc ORIGINAL Authorized Signature BON - 02927 Gibraltar Casualty Company Policy No.: GMU 00120 ERISA EXCLUSION It is agreed that this policy does not apply to loss arising out of liability imposed upon any Insured by the Employee Retirement Income Security Act of 1974 or any amendments or additions thereto. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name nf Insured- RPM InC. eta! Endorsement:________________________________________^-------------------- Producer: Northern Ohio E & S Agency, Inc 7-18-83 cc Effective Date: 5-31-83 GCC 3 (Ed. 7-781 ORIGINAL Authorized Signature BON - 02928 Gibraltar Casualty Company Policy No.: GMU 00120 AMENDMENT OF CANCELLATION CONDITION Except with respect to cancellation for non-payment of premium, it is agreed that the second sentence of policy Condition 11 Cancellation is amended to read .as follows: This Policy may be cancelled by Gibraltar by mailing to the Insured, at the address shown in this policy, written notice stating when, not less than Sixty (60) days thereafter such cancellation shall be effective. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Nlamenf injured- RPM Inc, etal Endorsement:_____________________________________ Producer: Northern Ohio E & S Agency, Inc. Effective Date: 7-18-83 cc 5~31~83 GCC 3 (Ed. 7-78) ORIGINAL BON - 02929 Gibraltar Casualty Company Policy No.:__ GMU QQ120 POLLUTION AND CONTAMINATION EXCLUSION This policy shall not apply to Personal Injury or Property Damage arising out of the discharge, dispersal, release, or escape of smoke, vapors, soot, fumes, acids, alkalis, oil or other petroleum substance, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water; but this exclusion does not apply if such discharge, dispersal, release or escape is sudden and accidental. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured: InC. eta! Endorsement:__________________________________________ ____________ Producer-. Northern Ohio E & S Agency, Inc.________ 5-31-83 7-18-83 cc ORIGINAL BON - 02930 Gibraltar Casualty Company Policy No.: GMU 0Q120 EMPLOYERS LIABILITY - UNDERLYING INSURANCE It is agreed that as respect-Personal Injury sustained by any employee of the Named Insured the insurance afforded by this policy shall be excess of a primary limit of $100,000. each Accident or Occurrence, whether or not such primary limit is provided by underlying insurance. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of incurmi- Northern Ohio F & S Agpncv, Inc. Endorsement: --15------------------------ Producer: RPM Tnc. et.al Effective Date:_____________________________________________ 5~31c83-------- 7-18-83 cc Dryden & Company, Incas' GCC 3 (Ed. 7-78) ORIGINAL BON - 02931 Gibraltar Casualty Company Policy No.: GMU 00120 CARE, CUSTODY, & CONTROL FOLLOWING FORM ENDORSEMENT It is agreed that this insurance does not apply to liability arising out of Property Damage to: __ 1) property occupied by or rented to the Insured; 2) property used by the Insured; 3) property in the care, custody, or control of the Insured or property over which the Insured is for any purpose exercising physical control; unless such liability is covered by valid and collectible underlying insurance and then only for such hazards for which coverage is afforded by such underlying insurance. It is understood and agreed that this policy is hereby amended as indicated. All other terms arid conditions remain unchanged. Name of Insured: RPM InC. eta! Endorsement: Producer: Northern Ohio E & S Agency. Inc. 7-18-83 cc Effective Date: 5-31-83 GCC 3 (Ed. 7-781 ORIGINAL BON - 02932 Gibraltar Casualty Company Policy No.: GMU 00120 EXPLOSION, COLLAPSE AND UNDERGROUND PROPERTY DAMAGE FOLLOWING FORM It is agreed that, except to the extent that coverage is provided in the underlying insurance at the- underlying limits as set forth in the Schedule of Underlying Insurance, this policy does not apply to: (A) Damage to or destruction of any property arising out of (1) blasting or explosion of air or steam vessels, piping under pressure, prime movers, machinery or power transmitting equipment, or (2) the collapse of or structural injury to any building or structure due (a) to grading of land, excavating, burrowing, filling, backfilling, tunneling, pile driving, coffer dam or caisson work or (b) to moving, shoring, underpinning, raising or demolition of any building or structure or removal or rebuilding' of any structural support thereof. (B) Damage to or destruction of wires, conduits, pipes, mains, sewers, tanks, tunnels, any similar property, and any apparatus in connection therewith, beneath the surface of the ground or water, caused by and occurring during the use of mechanical equipment for the purpose of grading land, paving, excavating, drilling, burrowing, filling, back filling, or pile driving; and property damage to any other property at any time resulting therefrom. It is understood and agreed that this policy is heresy amenced as indicated. All other terms and conditions remain unchanged. Name of Insured:. RPM InC. eta! Endorsement:..................................................................... $1. Prnrinrpr- Northern Ohio E & S Agency, Inc. -_______ Effective Date: 5~31"83 7-18-83 cc Dryden & Company, Inc.^. GCC 3 (Ed. 7-78) ORIGINAL BON - 02933 Gibraltar Casualty Company Policy No.: GMU 00120 MEDICAL MALPRACTICE FOLLOWING-FORM ENDORSEMENT It is agreed that the coverage provided by this policy does not apply to liability arising out of : (a) the rendering of or failure to render (1) medical, surgical, dental, X-Ray or nursing service or treatment, or the furnishing of food or beverages in connection therewith; (2) any service or treatment conducive to health or of a professional nature; or (3) any cosmetic or tonsorial service or treatment; (b) the furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; unless such liability is covered by valid and collectible underlying policies as set forth in Schedule A Underlying Insurance, and then only for such hazards for which coverage is afforded by such underlying insurance. It is understood and agreed that this policy is hereoy amended as indicated. All other terms and conditions remain unchanged. Name of insured: RPM Tnc. fital Endorsement: ----------------------------------------------------------------------------- Producer: Northern Ohio E & S Agency. Inc. Effective Date: ...5-31-83----------------------7-18-83 cc ORIGINAL BON - 02Q34 Gibraltar Casually Company Policy No.: FMII 00170 SERVICE OF PROCESS ENDORSEMENT Service of process upon the Company in connection with a claim arising under this policy may be made in any manner permitted by law. Where permitted, the Company hereby appoints the Commissioner of Insurance (or equivalent insurance regulatory official) as its attorney in fact to accept such service of process, and forward the documents to: John T. Andrews, Jr. General Counsel Gibraltar Casualty Co. P.0. Box 908 213 Washington Street Newark, N.J. 07101 It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of insured- PPM Tnr. ptal.. Endorsement: ------------------------ Producer: Nm-t-hprn Ohio F ft S Agpnry, Tnr Effective Date: _,=31=83---------------------------------- 7-18-83 cc GCC 3 (Ed. 7-78) ORIGINAL Authorized Signature BON - 02935 Gibraltar Casually Company Policy Nn GMU 00120 DUPLICATE In consideration of an additional premium of $20,664 due on May 31, 1984, it is agreed that Item 2. Policy Period is amended to read: FROM: MAY 31, 1983 TO: December 1, 1984 It is also agreed that Gibraltar's aggregate limit of liability shall apply as follows: For the period May 31, 1983 to December 1, 1983 $10,000*000. For the period December 1, 1983 to December 1, 1984 $10,000,000. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured: RPM Inn, Ptal----------------------------------------- Endorsement: #11 Producer:________ Nnrthprn Ohio F ft 5 Agpncy, Tnr_ Effective Date: 12/1/83- 2/24/84 kk Dryden & Company, Inc.' Underwriting Manager Authorized Signature ORIGINAL BON - 02936 Gibraltar GMU 00120 Casualty Company DUPLICATE In consideration of the premium at which the policy is issued, it is agreed that Endorsement No. 1 is amended by the addition of Mameco Europe, S.A. & Mameco International Inc. as Named Insureds and Talsol Corporation and Product Finishes, Inc. as an Excluded Subsidiary. It is also agreed that endorsement No. 10 is deleted. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Mampnf incurai- RPM Inc, eta! Endorsement: #12------------------------------------------------------ Producer:Northern Ohio ESS Agency. Inc. Effective Date: 12/1/8.3---------- 2/24/84 kk Dryden & Company; .Inc. Underwriting Manager Authorized Signature ORIGINAL BON - 02937 Gibraltar Casualty Company Policy No.: GMU 00120 Page l of 2 DUPLICATE In consideration of the Premium at which the Policy is written, it is agreed that Schedule A Underlying Insurance is deleted and replaced by the following: CARRIER, POLICY AND TERM ________ TYPE OF COVERAGE______________ APPLICABLE LIMITS Schedule of Primary Policies As respects RPM Incorporated Argonaut Policy No. {to'be determined) May 31, 1983-May 31, 1984 Employer's Liability U.S.F. & G. Comprehensive Policy No. ICC 0344479181 General Liability December 1, 1983-December 1, 1984 U.S.F. & G. Automobile Liability Policy No. 8AP041533371 December 1, 1983-December 1, 1984 Great Northern Insurance Co. Policy No. (to be determined) May 31, 1983-May 31, 1984 Foreign General Liability and Automobile Liability Coverage B-Employer's Liability $100,000. Per Accident $1,000,000. Combined Single Limit $1,000,000. Combined Single Limit $1,000,000. Combined Single Limit Aetm Casualty & Surety Policy No, (to be determined) May 31, 1983-May 31, 1984 As respects AGR Company Comprehensive General Liability Bodily Injury $1,000,000. Each Occurrence $1,000,000. Aggregate It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured: RPM Inc, eta!____________________ Endorsement: #13 Producer._______ Northern Ohio E & S Agency, Inc. Effective Date: 12/1/83 2/24/84 kk Dryden & Company, Inc. Underwriting Manager Authorized Signature CSJGJNAL BON - 02938 Gibraltar Casualty Company DUPLICATE CARRIER, POLICY AND TERM _______________ Aetna Casualty & Surety Policy No. (to be determined) May 31, 1983-May 31, 1984 Argonaut Ins. Policy No.(to be determined) ' December 2, 1982-December 2, 1983 Policy No.: GMU 00120 Page 2 of 2 TYPE OF COVERAGE___________ APPLICABLE LIMITS Automobile Liability $1,000,000. Combined Single Limit Employer's Liability Coverage B-Employer's Liability $100,000. Per Accident It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of insured- RPM Inc, eta!. Endorsement:----------------------------------------------------------SLL3----------------------- Producer:Northern Ohio E & S Agency. Inc. 2/24/84 kk Effective Date: 12/1/83 Dryden & Company, Inc. Underwriting Manager Authorized Signature ORIGINAL BON - 02939 Gibraltar Casualty Company In consideration of the premium charged, it is agreed, the following is added to this policy: Notice of -Occurrence In consideration of the premium charged, it is hereby understood and agreed that knowledge of an accident by the agent, servant, or employee of the insured or failure to. report such accident by the agent, servant, or employee of the insured at the time of the occurrence shall not be deemed in violation of the general "Notice to the Company" condition of the policy unless an executive officer of the insured's corporation, partnership, or sole proprietorship shall have received such notice.from the agent, servant, or employee. Unintentional Errors & Omissions Failure of the insured to disclose all hazards existing as of the inception date of the policy shall not prejudice the insured with respect to the coverage afforded by this policy provided such failure or omission is not intentional. As Broad As Primary Endorsement In consideration of the premium charged, it is agreed that notwithstanding anything contained herein to the contrary where underlying insurance is written under terms and conditions including description of Insured providing greater coverage to the Insured than this policy, then this insurance shall follow the broader provision of the underlying insurance. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of Insured:. RPM Inc. eta! #14 Endorsement:. Producer:. Northern Ohio E & S Agency, Inc. 5/31/83 Effective Date: 2/17/84 kk * Dryden & Company, |nc. Underwriting Manager Authorized Signature GCC 3 (Ed. 7-78) ORIGINAL BON - 02940 Gibraltar Casualty Company Policy No.: GMU 00120 In consideration of the premium charged, it is agreed. Endorsement #12 is amended, in part, as follows: Talsol Corporation and-Product Finishes, Inc. is an Excluded Subsidiary. It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Nampnf in<airerl- FPM Inc, etal Endorsement:------------------------------------------- 15---------------- Producer.Northern Ohio E & S Agency, Inc. Effective Date: 11/1/83 2/17/84 kk Dryden &. Company-, -Inc. Underwriting Manager Authorized Signature ORIGINAL 80N - 02941 Gibraltar Casualty Company Policy No.: GMU 00120 In consideration of the premium charged, it is agreed Endorsement #13 is amended, in part, as follows: Carrier, Policy -- Type of Coverage Applicable Limits and Term_________________________________________________ As respects AGR Company DELETE: Aetna Casualty & Surety Policy No.(to be determined) May 31, 1983 - May 31, 1984 Comprehensive General Liability Bodily Injury $1,000,000. each occurrence $1,000,000. aggregate Property Damage $1,000,000. each occurrence $1,000,000. Aggregate Aetna Casualty & Surety Policy No.(to be determined) May 31, 1983 - May 31, 1984 Automobile Liability $1,000,000. Combined Single Limit - It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Mamcnf inairorf- RPM Inc, etal ________________________________ Endorsement:--#15------ Producer:Northern Ohio E & S Agency, Inc. Effective Date: -.12/1/81 2/17/84 kk Dryden & Company, Inc. Underwriting Manager Authorized Signature GCC 3 (Ed. 7-78) ORIGINAL BON - 02942 Gibraltar Casualty Company Policy No.: GMU 00120 In consideration of the premium charged, it is agreed. Endorsement #12 is amended, in part, to include: Testor Corporation and Newtest Corporation It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Nampnf insiirpd* RPM Inc. etalEndorsement:________________________________________--------------------------- Producer:Northern Ohio E & S Agency, Inc. Effective Date: 2/17/84 kk Dryden & Company, Inc. Underwriting Manager Authorized Signatu CCC 3 (Ed. 7-781 ORIGINAL BON - 02943 Gibraltar Casualty Company Policy No.: GMU 00120 In consideration of the premium charged, it is agreed Endorsement 1, Named Insured, is amended to include: F0PEC0, INC. ~ It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name Of Injured: RPM InC~etal; _____________________ Endorsement: ___!_____________ Producer: Northern Ohio E & S Agency. Inc .________________ Effective Date: 3/7/84______ 3/22/84 kk Dryden & Company, Inc. Underwriting Manager Authorized Signature ORIGINAL BON - 02944 Gibraltar Casualty Company policy No.: GMU 00120 In consideration of an additional premium of $476., it is agreed. Endorsement No. 1, Named Insureds, is amended to include: Talsol (Corporation it is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name of insured- RPM Inc. , etal Endorsement:. #21 Producer: Northern Ohio E & S Agency, Inc. Effective Date: 9~1~84 10-31-84 cc. Dryden & Company, Inc. Underwriting Manager / ' -' 77Authorized Signature GCC 3 (Ed. 7-78) ORIGINAL BON - 02945 Gibraltar Casualty Company A DELAWARE CORPORATION UNDERWRITING MANAGER: Dryden "Company, Inc., One Main Street, Chatham, New Jersey 079 Umbrella Liability Policy A Subsidiary of Prudential Insurance Company of America GCC 4 (11-74) BON - 02946 GIBRALTAR CASUALTY COMPANY POLICY PROVISIONS Gibraltar Casualty Company, a capital stock insurance company (herein called Gibraltar), agrees with the Insured named in the Decls rations, in consideration of the payment of the required premium and subject to all the terms of this policy: I. INSURING AGREEMENT Gibraltar will pay on behalf of the Insured the Ultimate Net Loss, in excess of the applicable underlying or retained limit, which the Insured shall become legally obligated to pay as damages because of: A. Personal Injury; 8. Property Damage; or C. Advertising Injury to which this policy applies, caused by an Occurence. II. DEFENSE, SETTLEMENT, SUPPLEMENTARY PAYMENTS A. With respect to Personal Injury, Property Damage, or Advertising Injury covered by underlying insurance, Gibraltar shall not be called upon to assume charge dT~ the investigation, defense, or settlement of any claim made or suit brought or proceedings instituted against the Insured but shall have the right and be given the opportunity to associate with the Insured in defense and control of any claim, suit, or proceeding relative to any Occurrence which in the opinion of Gibraltar may involve liability on the part of Gibraltar under the terms of this policy. If Gibraltar avails itself of such right and opportunity, Gibraltar shall do so at its own expense. Court costs and interests, if incurred with the consent of Gibraltar, shall be borne by Gibraltar in the proportion that its share of Ultimate Net Loss bears to the total amount of Ultimate Net Loss. 8. With respect to Personal Injury, Property Oamage, or Advertising Injury not covered by underlying insurance but within the coverage provided by this policy, or if the limits of liability of underlying insurance are ex hausted by payment of judgment or settlements because of Personal Injury, Property Damage, or Ad vertising Injury during the period pf this policy, Gibraltar shall: 1. have the right and duty to defend any suit against the Insured seeking damages on account of such Personal Injury, Property Damage, or Advertising Injury even if any of the allegations of the suit are groundless, false, or fraudulent, and may make such investigation and settlement of any claim or suit as it deems expedient, but Gibraltar shall not be obligated to pay any claim or judgment or to defend any suit after Gibraltar's limit of liability has been exhausted by payment of judgments or settlements. 2. in addition to the amount of Ultimate Net Loss payable: a) pay all expenses incurred by Gibraltar, all costs taxed against the Insured in any suit de fended by Gibraltar, and the interest on the amount of any judgment therein which ac crues after entry of the judgment and before Gibraltar has paid or tendered or deposited in court that part of the judgment which does not exceed the limit of Gibraltar's liability thereon: b) pay premiums on appeal bonds required in any suit, premium of bonds to release attach ments in any such suit for an amount not in excess of the applicable limit of liability of this policy, and the cost of bail bonds re quired of the insured because of accident or traffic law violation arising out of the use of any vehicle to which this policy applies, bu Gibraltar shall have no obligation to apply fo: or furnish any such bonds; c) pay reasonable expenses incurred by the In sured at Gibraltar's request in assistin. Gibraltar in the investigation or defense c any claim or suit, including actual loss of earn ings. In jurisdictions where Gibraltar may be prevented by law c otherwise from carrying out this agreement. Gibraltar wi indemnify the Insured for such expense incurred with i: written consent in accordance with this provision. III. PERSONS OR ENTITIES INSURED A. The named Insured is the organization(s) named in th Declarations of this policy and includes: 1. any subsidiary company including subsidiarie thereof and any other company under their cor trol and active management at the inception dat of this policy; 2. new organizations acquired by the named Insurec during the policy period through consolidation merger, purchase of the assets of, or assumption c control and active management provided such ac quisition or assumption is reported within 60 day after it is effected and provided further such ac quisition is endorsed on this policy; 3. if the named Insured is a partnership or a joir venture, any partner or member thereof is ir eluded as a named Insured but only with respec to his liability as a partner or member of sue partnership or joint venture; 4. if the named Insured is an individual, the person s designated but only with respect to the conduct c a business of which he is the sole proprietor ar the spouse of the named Insured with respect the conduct of such a business; B. Each of the following is an Insured under this policy the extent set forth below: 1. any person, organization, trustee, or estate whom or to which the named Insured is obligate by virtue of a written contract or permit provide insurance such as is afforded by the ter'' of this policy, but only with respect to operatio: by or on behalf of the named Insured or to fac ties of or facilities used by the named Insured ar then only to the extent of the coverage requirby such contract and for the limits of tiabili' specified in such contract in excess of the retainlimit, but in no event for insurance not afforded t this policy nor for limits of liability in excess the applicable limits of liability of this policy; 2. at the option of the named Insured and subject the terms of the coverage of this insurance, any a ditional Insured(s) included in the underiv insurance listed in Schedule A but only to the tent that insurance is provided for such addition Insured(s) thereunder; (1) BON - 02947 3. excgpt with respect to the ownership, mamten. ance, or use, including loading or unloading, of automobiles or aircraft, any officer, employee, director, or stockholder of the named Insured while acting on behalf of such named Insured, or any person or organization while acting as real estate manager for the named Insured; 4. any person while using, with the permission of the named Insured, any automobile or aircraft owned by, loaned to, or hired for use by or on behalf of the named Insured and any person or organization legally responsible for the use thereof, provided the actual operation or other actual use is within the scope of such permission, and any officer, director, or stockholder of the named Insured with respect to the use of an automobile or aircraft not owned by the named Insured but only while such automobile or aircraft is being used in the business of the named Insured. The insurance with respect to any person of organization other than the named Insured does not apply under this Para graph 4; al to any person or organization or to any agent or employee thereof, operating an automobile sales agency, repair shop, service station, stor age garage, or public parking place; b) with respect to any automobile or aircraft hired by or loaned to the named Insured, to the owner, or a lessee of whom the named Insured is a sub-lessee thereof, other than the named Insured, or to any agent or employee of such owner or lessee; c) to any manufacturer of aircraft, aircraft en gines, or aviation accessories, or any aviation sales, service, or repair organization, or airport or hangar operator or their respecitve employees or agents. IV. LIMITS OF LIABILITY Regardless of the number of (1) Insureds under this policy; (2) persons or organizations who sustain Personal Injury, Property Damage, or Advertising Injury; (3) claims made or suits brought on account of Personal Injury, Property Dam age. or Advertising Injury; (4) automobiles, aircraft, or watercraft to which this policy applies; or (5) coverages under which Ultimate Net Loss is insured in this policy, Gibraltar's liability with respect to Personal Injury, Proper ty Damage, Advertising Injury, or any combination thereof, shall be only for the Ultimate Net Loss in excess of the Insured's Retained Limit, and then for an amount not ex ceeding the amount specified in Item 4A of the Declara tions arising out of any one Occurrence during the policy period. There is no limit to the number of Occurrences during the policy period for which claims may be-made hereunder, ex cept that the liability of Gibraltar L because of all Personal Injury and Property Dam age included within the Products Hazard and all Personal Injury and Property Damage included within the Completed Operations Hazard, or both combined; or 2. because of all Occupational Disease sustained by all employees of Insureds arising out of and in the course of their employment, arising out of ail Occurrences during each policy period shall not exceed the aggregate limit of liability stated in Item 48 of the Declarations. If the aggregate limits of liability of the underlying insur ance listed in Schedule A are reduced or exhausted because of Personal Injury,'Property Damage, or Advertising Injury which occur during the period of this policy, Gibraltar will, during the policy period of this policy and subject to Gibraltar's limit of liability stated above, continue such coverage as is afforded by such listed underlying insurance for the remainder of the policy period of such underlying insurance in excess of the reduced or exhausted limits. In those cases where the underlying insurance listed in Schedule A contains an aggregate limit of liability for all insured damages arising out of: 1. Advertising Injury, or 2. automobile Personal Injury, or automobile Property Damage, or both combined, or 3. other Personal Injury, or other Property Damage, or both combined, or 4. any combination of all or part(s) of the foregoing. Gibraltar's liability shall likewise be limited to the amount stated as the aggregate limit of liability in Item 4B of the Declarations with respect to all Ultimate Net Loss caused by one or more occurrences during each policy period while this policy is in force commencing from its effective date. For the purpose of determining the limits of Gibraltar's liability (1) all Personal Injury and Property Damage arising ' out of continuous or repeated exposure to substantially the same general conditions shall be considered as arising out of one Occurrence, and (2) with respect to Advertising Injury, all injury arising out of any advertisement, publicity article, broadcast or telecast, or any combination thereof, involving the same injurious material or act, regardless of the frequen cy or repetition thereof or the number or kind of media used, whether claim is made by one or more persons, shall be deemed to arise out of one Occurrence. V. DEFINITIONS A. Advertising Injury means damages which arise out of: 1. unintentional libel, slander, or defamation; 2. infringement of copyright or title or slogan; 3. piracy or unfair competition or idea misappropria tion under an implied contract: 4. invasion of rights of privacy; committed or alleged to have been committed in any advertisement, publicity article, broadcast, or telecast and arises out of the named Insured's ad vertising activities. ' B. Completed Operations Hazard- means Personal In jury and Property Damage arising out of opera tions or reliance upon a representation or warrant, made at any time with respect thereto, but onl\ if the Personal Injury or Property Damage occurafter such operations have been completed o; abandoned and occurs away from premises ownec by or rented to the Insured. Operations include materials, parts, or equipment furnished in connec tion therewith. Operations shall be deemed com pleted at the earliest of the following times: 1. when all operations to be performed by or or behalf of the Insured under the contract have been completed; 2. when all operations to be performed by or or behalf of the Insured at the site of the opera tions have been completed; or (2) BON - 02948 3. when the portion of the work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor engaged in per forming operations for a principal as a part of the same project. Operations which may require .further service or maintenance work or correction, repair, or replace ment because of any defect or deficiency, but which are otherwise complete shall be deemed completed. The "Completed Operations Hazard" does not in clude Personal Injury or Property Damage arising out of (1) operations in connection with the transportation of property, unless the Personal In jury or Property Damage arises out of a condition in or on a vehicle created by the loading or un loading thereof, (2) the existence of tools, unin stalled equipment, or abandoned or unused.__ materials. C. Insured's Products - means goods or products manu factured, sold, handled, or distributed by the In sured or by others trading under his name, includ ing any container thereof (other than a vehicle), but "Insured's Products" shall not include a vend ing machine or any property other than such a container, rented to or located for use of others but not sold. D. Occurrence - means: 1. with respect to Personal Injury and Property Damage, an accident, a happening, an event, or a continuous or repeated exposure to con ditions which results during the policy period in Personal Injury or Property Damage neither expected nor intended from the standpoint of the Insured. All such exposure to substantially the same general conditions shall be deemed one Occurrence: 2. with respect to Advertising Injury, an act or series of acts in which the same or similar ad vertising material is used, regardless of the number or kind of media used, committed during the policy period which causes such Advertising Injury. All damages involving the same injurious material or act, regardless of the frequency or repetition thereof, the num ber or kind of media used, or the number of claimants shall be deemed to arise out of one Occurrence. E. Occupational Disease - means bodily injury by disease as insured by Coverage B of the standard Workers' Compensation and Employers' Liability Policy. F. Personal Injury - means: 1. bodily injury, sickness, disease, disability, shock, fright, mental anguish, and mental injury, in cluding death at any time resulting therefrom; 2. false arrest, false imprisonment, wrongful en try, wrongful eviction, wrongful detention, malicious prosecution and humiliation; 3. the publication or utterance of a libel or slan der or of other defamatory or derogatory material, or a publication or utterance in vio lation of rights of privacy, except where any of the foregoing arises out of the Insured's advertising activities; .3) A racial, religious, sex, or age discrimination (un less insurance thereof is prohibited by law) not committed by or at the direction of the Insured, but only with respect to liability other than for fines and penalties imposed by law; and 5. assault and battery not committed by or at the direction of the Insured unless committed for the purpose of preventing or eliminating danger to persons or property. G. Products Hazard means Personal injury and Prop erty Damage arising out of the named Insured's products or reliance upon a representation or war ranty made at any time with respect thereto, but only if the Personal Injury or Property Damage occurs away from premises owned by or rented to the named Insured and after physical possession of such products has been relinquished to others. H. Property Damage - means (1) Physical injury to or destruction of tangible property, including the loss of use thereof at any time resulting therefrom, or (2) loss of use of tangible property which has not been physically injured or destroyed, provided such loss of use is caused by an Occurrence during the policy period. I. Retained Limit-means: 1. with respect to Personal Injury, Property Dam age, or Advertising Injury covered by the underlying insurance stated in Schedule A, an amount equal to the applicable limit(s) of liability stated in Schedule A plus the limit(s) of any other insurance collectible by the In sured (other than insurance purchased specifi cally in excess of this policy), and 2. with respect to Personal Injury, Property Dam age, or Advertising Injury not covered by the underlying insurance stated in Schedule A, but within the coverage provided by this policy, the amount stated in Item 3 of the Declara tions or the amount of any other collectible insurance (other than insurance purchased speci fically in excess of this policy) which is avail able to the insured. In the event the amount of said other collectible insurance is less than the amount stated in Item 3 of the Declara tions, the Insured shall retain for the Insured's own account the difference between the amount available from said other collectible insurance and the amount stated in Item 3 of the Declarations. J. Ultimate Net Loss-means the sums paid or pay able by reason of adjudication or settlement of losses for which the Insured is liable after making deductions for all recoveries, salvages, and other insurances (other than recoveries under the under lying insurance policies, or policies of co-insurance, or policies specifically in excesss hereof), whether recoverable or not, and shall exclude (1) all loss expenses and legal expenses (including interest on judgments, investigation, adjustment, and legal ex penses, and fees including taxed court costs and premiums on bonds), unless they are included within the limit of liability of the underlying in surance listed on Schedule A; and (2) all expenses for salaried employees and counsel on retainer and all office expenses of the insured. Gibraltar, or any underlying insurer. BON - 02949 VI. EXCLUSIONS This policy does not aoply: A. to any obligation for which the Insured or any carrier as his insurer may be held liable under any workers' compensation, unemployment compensation, or dis ability benefits law or under any similar law. provided, however, that this exclusion does not apply to liability of others assumed by the named Insured under con tracts. B. to Propeny Damage: 1. to property owned by the Insured; or 2. to the Insured's Products arising out of such products or any part of such products; or 3. to work performed by or on behalf of the Insured arising out of the work or any por tion thereof, or out of materials, parts, or equipment furnished in connection therewith. .__ 4. arising from the loss of use of tangible property which has not been physically injured or destroyed resulting from: i. a delay in or lack of performance by or on behalf of the named Insured of any contract or agreement: or ii. the failure of the named Insured's Products or work performed by or on behalf of. the named Insured to meet the level of per formance, quality, fitness, or durability warranted or represented by the named In sured; but this exclusion does not apply to loss of use of other tangible property re sulting from the sudden and accidental physical injury to or destruction of the named Insured's Products or work per formed by or on behalf of the named In sured after such products or work have been put to use by any person or organi zation other than an Insured; or C. to damages claimed for the withdrawal, inspection, re pair, replacement, or loss of use of the named Insured's Products or work completed by or for the named Insured or of any property of which such products or work form a part if such products, work, or property are withdrawn from the market or from use because of any known or suspected defect or deficiency therein. D. to Advertising Injury resulting from 1. failure of performance of contract: or 2. infringement of trademark, service mark, or trade name of goods or services sold, offered for sale, or advertised, but this exclusion shall not relate to titles or slogans; or 3. incorrect description of any article or com modity; or 4. mistake in advertised price. VII. CONDITIONS A. Underlying Insurance The named Insured shall maintain the underlying policies and renewals thereof with limits of liability as stated in Schedule A in full effect during this policy period, except for any reduction or exhaustion of the aggregate limit or limits contained in such policies solely by payment of claims arising out of Occurrences which happen during this policy period. Failure of the named Insured to comply with the foregoing shall not o ? cq (4) invalidate this policy, but in the event of sucn failure, Gibraltar shall be liable only to the extent that it would have been liable had the named In sured complied therewith. As this policy is excess insurance, the named In sured warrants that coverage under the uninsured motorist laws and "no fault" laws will be main tained during the policy period. It is agreed that the named Insured shall promptly reimburse Gibraltar for any amount of ultimate net loss paid on behalf of any Insured as respects any payment made under an uninsured motorist law, "no fault" law, or any similar law. The named Insured shall give Gibraltar written notice as soon as practicable of (1) any change in the named Insureds, in the scope of coverage or in the amount of- limits of insurance, under any underlying policy, and (2) the termination of any coverage or exhaustion of aggregate limits of any underlying insurer's liability. B. Premium The premium set forth in the Declarations is an estimated premium only, unless indicated as a fixed premium. Upon termination of this policy, where the premium is estimated, earned premium shall be computed in accordance with the premi um computation provisions of an endorsement at tached hereto. Where the earned premium thus computed exceeds the estimated advance premium paid, the named Insured shall pay the excess to Gibraltar; where less, Gibraltar shall return the named Insured the unearned portion paid by the named Insured. The named Insured shall maintain records of such information as is necessary for premium computa tion and shall send copies of such records to Gibraltar at the end of the policy period and at such times during the policy period as Gibraltar may direct. C. Inspection and Audit Gibraltar shall be permitted, but not obligated, to inspect the named Insured's property and opera tions at any time. Neither Gibraltar's right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on behalf of or for the benefit of the named Insured or others to determine or warrant that such prop erty or operations are safe or healthful, or are in compliance with any law, rule, or regulation. Gibraltar may examine and audit the named Insur ed's books and records at any time during the policy period and extensions thereof, and within three years after the final termination of this policy, as far as they relate to the subject matter of this insurance. D. Insured's Duties in the Event of Occurrence, Claim, or Suit 1. In the event of an Occurrence which is rea sonably likely to involve this insurance, writ ten notice containing particulars sufficient to identify the Insured and also reasonably ob tainable information with respect to the time, place, and circumstances thereof, and the names and addresses of the injured and of available witnesses, shall be given by or for the insured to Gibraltar or any of its autho rized representatives as soon as practicable. 2. If claim is made or suit is brought against the Insured, the Insured shall immediately forward to Gibraltar every demand, no tied, summons, * or other process received by the Insured or the Insured's representative. 3. The Insured shall cooperate with Gibraltar and, upon Gibraltar's request, assist in making settlements in the conduct of suits and in en forcing any fight of contribution or indemnity against any person or organization who may be liable to the Insured because of Personal Injury, Property Damage, or Advertising Injury with respect to which insurance is afforded under this policy. The Insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not. except at the Insured's own cost, voluntarily make any payment, assume any obligation, or incur .any expense. 4. The named Insured shall promptly reimburse Gibraltar for any amount of Ultimate Net Loss paid on behalf of any Insured within the Retained Limit. E. Appeals If-the Insured or the Insured's underlying insurer elects not to appeal a judgment in excess of the Retained Limit. Gibraltar may elect to do so at its own expense and shall be liable for the taxable costs, disbursements, and interest incidental there to, but in no event shall the liability of Gibraltar for Ultimate Net Loss exceed the amount specified in the limits of liability section of the Declara tions plus the taxable costs, disbursements, and interest incidental to such appeal. F. Action Against Gibraltar No action shall lie against Gibraltar unless, as a condition precedent thereto, there shall have been full compliance with all the terms of this policy, nor until the amount of the Insured's obligation to pay shall have been finally determined, either by judgment against the Insured after actual trial or by written agreement of the Insured, the claim ant, and Gibraltar. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall there after be entitled to recover under this policy to the extent of the insurance afforded by this policy. No person or organization shall have any right under this policy to join Gibraltar as a codefendant in any action against the Insured to determine the Insured's liability, nor shall Gibraltar be impleaded by the Insured or his legal represen tative. Bankruptcy or insolvency of the Insured shall not relieve Gibraltar of any of its obligations hereunder. G. Other Insurance If other valid and collectible insurance with any other insurers applicable to any loss or expense covered by this policy is available to the Insured (other than insurance which is in excess of the insurance afforded by this policy), the insurance afforded by this policy shall be in excess of and shall not contribute with such other insurance. Nothing herein shall be construed to make this policy subject to the terms of other insurance. If collectible insurance under any other policy of Gibraltar is available to the Insured, covering a loss also covered hereunder (other than underlying insurance of which the insurance afforded by this 15) policy is in excess), Gibraltar's total liability shall in no event exceed the greater or greatest limit or liability applicable to such loss under this or any other such policy. H. Subrogation In the event of any payment under this policy, Gibraltar shall participate with the Insured and any underlying insurer in the exercise of all the Insured's rights of recovery therefor against any person or organization. The Insured shall do noth ing after loss to prejudice such rights and shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The apportionment of any amounts which may be recovered shall be made as follows: Any interest, including the Insured's that shall have paid an amount in excess of any pay ment hereunder shall first be reimbursed to the extent of its actual payment. Gibraltar shall be reimbursed next out of any balance then remaining to the extent of its actual payments hereunder. If any balance then re mains unpaid, it shall be applied to reimburse the insured or any underlying insurer, as their interests may appear. The expense of any subrogation proceeding brought to enforce such rights shall be appor tioned among Gibraltar, the underlying insurers, the Insured, and any other interest, in accordance with the ratio of their respective recoveries as finally settled. If there is no recovery in proceed ings conducted solely by Gibraltar, it shall bear the expenses thereof. I. Changes Notice to or knowledge possessed by any person shall not effect a waiver or change in part of this policy, or stop Gibraltar from asserting any rights under the terms of this policy; nor shall the terms of this policy be waived or changed, except by endorsement issued to form a part hereof, signed by an authorized representative of Gibraltar. J. Assignment Assignment of interest under this policy shall not bind Gibraltar until its consent is endorsed hereon; if however, the named Insured shall die or be ad judged bankrupt or insolvent, such insurance as is afforded by this policy shall apply: 1. to the named Insured's legal representative, as the named Insured, but only while acting within the scope of his duties as such, and 2. with respect to the property of the named Insured, to the person having proper tempo rary custody thereof, as Insured, but only until the appointment and qualification of the legal representative. K. Cancellation This policy may be cancelled by the named In sured by mailing to Gibraltar written notice stating when thereafter such cancellation shall be effective. This policy may be cancelled by Gibraltar by mailing to the named Insured at the address shown in this policy written notice stating when, not less than thirty (30) days or as soon there after as permitted by law, such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice and the effec tive date of such cancellation stated in the notice shall become the end of the policy period. If can- BON - 02951 celiation is at the request of the named Insured, earned premium shall be computed in accordance with the customary short rate procedure. If Gibraltar cancels, earned premium shall be computed pro rata. If this policy insures more than one named insured, cancella tion may be effected by the first of such named Insureds for the account of all the named Insureds; notice of cancellation by Gibraltar to such first named Insured shall be deemed notice to all Insureds and pay ment of any unearned premium to such first named Insured shall be to the account of all interests herein. Premium adjustment may be made either at the time cancellation is effected or as soon as practi cable after cancellation becomes effective, but pay ment or tender of unearned premium is not condition of cancellation. L Representations By acceptance of this policy, the named Insure, agrees that the statements in the application am in the Declarations and in any subsequent notic relating to underlying insurance are the named Ir sured's agreements and representations, that thi policy is issued and continued in reliance upothe truth of such representations, and that thi policy embodies all agreements existing betwee' the named Insured and Gibraltar or any of it representatives relating to this insurance. In Witness Whereof, Gibraltar has caused this policy to be signed by its authorized officers, but this policy shall not be valid unless-countersigned on the Declarations page of this policy by a duly authorized representative of Gibraltar. !6) BON - 02952 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) It is agreed that the policy does not apply: I. Under any Liability Coverage, to injury, sickness, disease, death or destruction (a) with respect to which an Insured'under the policy is also an Insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Associ ation, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an Insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protec tion pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the Insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. II. Under any Medical Payments Coverage, or under any Supplementary Payments provision relating to immediate medical or surgical relief, to expenses incurred with re spect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. III. Under any Liability Coverage, to injury, sickness, dis ease, death or destruction resulting from the hazardous properties of nuclear material if (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an Insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste or at any time possessed, handled, used, pro cessed, stored, transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used in this endorsement: "Hazardous properties" include radioactive, toxic or ex plosive properties; "nuclear material" means source material, special nuclear material or byproduct material; "source material," "special nuclear material." and "by products material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or iiquid, which has been used or exposed to radia tion in a nuclear reactor; "waste" means any waste material (1) containg byproduct material and (2) resulting from the operation by any per son or organization of any nuclear facility included with in the definition of nuclear facility under paragraph fa) or (b) thereof; "nuclear facility" means (a) any nuclear reactor, (b) any equipment'or device designated or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel-, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the Insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in any self-supporting chain reaction or to contain a critical mass of fissionable ma terial; with respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of ra dioactive contamination of property. BON - 02953 (7) "roducsr: Location: McDonough Caperton/Cleveiana 'Cleveland, Ohio BLANKET EXCESS LIABILITY POLICY (LAYERED FORM) DECLARATIONS ITEM 1. Insured's Nama and Addrt** (No., Straet, Town, State, Zip) I" RPM, Inc., Etal. (Per End. #1) 2628 Pearl Road Medina, Ohio 44256 L n 04 03 30 0042 Insurance is provided by the company designated below (hereinafter called the Company) r Safeco Insurance Company of America, Home Office: Seattle, Wash, SAFECO (a stock insurance company) herein called the Company. L _l ITEM 2. ITEM 3. POLICY PERIOD: R-Tl -ft? =1--31--03 Inception (Mo, Day Vr.) Expiration (Mo. Day Yr.) 12:01 a-m.jtandard time at tne address ol tne named insured as stated nerein LIMIT OF LIABILITY: ITEM 4. UNDERLYING INSURANCE LIMIT OF LIABILITY $ 5,000,000. $ 5,000,000. EACH OCCURRENCE AGGREGATE $5,000,000. S 5,000,000. EACH OCCURRENCE AGGREGATE ITEM 5. PREMIUM: A. METHOD OF PREMIUM COMPUTATION: p^at ITEM 6. DEPOSIT PREMIUM: $3,750. ANNUAL MINIMUM PREMIUM: S 3 7 5Q # In th avant of cancellation by tha named insured, the company shall receive and retain not less than $ gj 8 minimum premium, ITEM 7. SCHEDULE OF UNDERLYING INSURANCE: * ** *** policy 1. Gibraltar Casualty Company, Policy #To Be Determined, Effective 5-31-82/83 Limits: $5,000,000 ea. occ./agg. excess primary & SIR r nThis policy has been signed by the President and Secretary of the Company designated on the declarations page and shall not be valid unless countersigned by an authorized representative of the Company. Secretary L President EASI Insurance Services (Ohio), Inc., 14701 Detroit Ave,, Lakewood, Ohio 44107, 216/221*3737 COUNTERSIGNED FORM 800 6/78 r /SJ.I Authorized Representative DATE: _ June 22 , 1982__________ BON - 02954 1 _1 LAYERED FORM BLANKET EXCESS LIABILITY POLICY The Company designated on the Declarations page, (hereafter called the Company) agrees with the insured, named in the declarations made part hereof, in consideration of the payment of premium and in reliance upon the statements in the declarations and subject to the limits o liability, exclusions, conditions and other terms of this policy: INSURING AGREEMENTS 1. Coverage. To indemnify the Insured for the Insured's ultimate net loss in excess of the insurance afforded under the Blanket Excess Liability or "Umbrella" policies specified in Item 7 of the Declarations, hereafter called underlying insurance, in full force and effect at the inception of this policy, provided that the insurance for Property Damage liability under this policy shall apply (1) to physical injury to or destruction of tangible property which occurs during the policy period, including loss of use thereof any time resulting therefrom, or (2) loss of use of tangible property which has not been physically injured or destroyed provided such loss of use is caused by an occurrence during the policy period. 2. Limit of Liability. The Company shall be liable only for the limit of liability stated in Item 3 of the Declarations in excess of the limit or limits of liability of the applicable underlying insurance policy or policies all as stated in the declarations of this policy. The limit of liability stated in the declarations as applicable to "each occurrence" shall be the total limit of the Company's liability for all damages sustained as die result of any one occurrence, provided, however, in the event of reduction or exhaustion of the applicable aggregate limit or limits of liability under said underlying policy or policies solely for reason of losses paid thereunder on account of occurrences during this policy period, this policy shall in the event of reduction, apply as excess of the reduced limit of liability thereunder. Subject to the applicable limit of liability as respects each occurrence, the limit of liability stated in the declarations as "aggregate" shall be the total limit of the Company's liability for all damages sustained during each annual period of this policy. 3. Policy Period. This policy applies only to occurrences which take place during the policy period. are contained in the underlying insurance on the effective date o this policy, except, unless otherwise specifically provided in thi policy, any such warranties, terms, conditions or exclusions relatinc to premium, the obligation to investigate abd defend, the amoun and limits of liability, and any renewal agreement 2. Notice of Occurrence. The Insured shall immediately advise EAS Insurance Services of any occurrence or disaster which may result i liability under this policy. The Company shall not, however, b called upon to assume charge of the settlement or defense of anclaims made, or suits brought, or proceedings instituted against th Insured, but shall have the right and opportunity to be associate with the Insured in the defense and trial'of any such claims, suits c proceedings relative to any occurrence which, in the opinion of th Company, may create liability on the part of the Company unde the terms of the policy. If the Company avails itself of such rigf and opportunity, the Insured and the Company shall cooperate in a respects so as to effect a final determination of the claim or claim 3. Payment of Loss. It is a condition of this policy that the insuranc afforded under this policy shall apply only after all underlyir insurance has been exhausted. Upon final determination b settlement award or verdict of the liability of the Insured, th Company shall promptly pay the Insured as the Insured shall pay, c be required to pay, the amounts of any tosses falling within th terms or limits of this insurance. All losses covered under this polio shall be due and payable by the Company within 30 days after the are respectively claimed and proof of loss filed with the Company conformity with this policy. Bankruptcy or insolvency of th Insured shall not relieve the Company of any of its obligatiot hereunder. DEFINITIONS "Ultimate net loss" means all sums actually paid, or which the Insured is legally obligated to pay, as damages in settlement or satisfaction of claims or suits for which insurance is afforded by this policy, after proper deduction of all recoveries or salvage. CONDITIONS 4. Payment of Expanses. Loss expenses and legal expenses, includir court costs and interest, if any, which may be incurred by tf Insured with the consent of the Company in the adjustment < defense of claims, suits or proceedings, shall be borne by tf Company and the Insured in the proportion that each party's sha of loss bears to the total amount of said loss. Loss expen hereunder shall not include salaries and expense of the Insurer employees incurred in investigation, adjustment and litigation. 1. Maintenance of Underlying Insurance. The Insured warrants, and it is a condition of this policy, that at the inception of this policy, insurance afforded by the underlying policies of insurance (applying as excess over various policies of primary insurance) with limits of liability for said underlying insurance stated in Item 4 of the declarations, or renewals or replacements thereof not affording coverages other than those at inception of this policy, shall be maintained in fuil effect during the period of this policy, except for reduction of aggregate limits solely as a result of payment of claims arising out of occurrences during this policy period. If such underlying insurance is not maintained in full effect by the Insured or if there is any change in the scope of coverage under any underlying insurance, the insurance afforded by this policy shall apply in the same manner as though such underlying policies had been so maintained and unchanged. The insurance afforded by this policy is subject to the same warranties, terms (including the terms used to describe the application of the limits of liability), conditions and exclusions as 5. Appeal. In the event the Insured or any underlying insurer ele' not to appeal a judgment in excess of the amount of the underlyi insurance, the Company may elect to appeal at its expense and sh -""be liable for the expenses incidental thereto, but in no event sh the liability of the Company for ultimate net loss exceed the amou set forth in the policy plus the expenses incidental to such appeal. 6. Subrogation, in the event of any payment under this policy, t Company shall be subrogated to all the Insured's rights of recove therefor against any person or organization and the Insured sh execute and deliver instruments and papers and do whatever else necessary to secure such rights. The Insured shall do nothing af loss to prejudice such rights. Any amount recovered as subrogation shall be apportioned in inverse order of payment of loss to the extent of actual payme The expenses of ail such recovery proceedings shall be apportior in the ratio of respective recoveries. If there is no recovery proceedings conducted solely by the Company, the Company si bear the expenses thereof. FORM aoo 6/78 (Continued on Page Two) BON - 02955 7. PREMIUM. The deposit premium stated in the declarations is an estimated premium only. Upon termination of this policy, or at such other time as may be specified herein, the earned premium shall be computed in accordance with the method of computation stated in the declarations. If the earned premium thus computed exceeds the deposit premium paid, the named insured shall pay the amount in excess thereof to the Company; if less, the'Company shall return to the named insured the unearned portion paid. In no event shall the earned premium be less than the minimum premium stated in the declarations, or the short rate or pro rata adjustment of the minimum premium described in the Cancellation condition of this policy, if this policy is canceled as therein provided. In the event of change in the premium or rating of any underlying insurance while this policy is in force, the named insured shall notify the Company in writing as soon as practicable and, at the option of the Company, the premium hereon may be adjusted accordingly. The Company shall have the right to examine the named insured's books and records at any time during the policy period and within one year thereafter for the purpose of determining actual earned premium. 8. CANCELLATION. This policy may be canceled by the named insured by mailing to EASI Insurance Services, written notice stating when thereafter such cancellation shall be effective. This policy may be canceled by EASI Insurance Services by mailing to the named insured at the address shown in this policy written notice stating when not less than 30 days thereafter such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice and the effective date and hour of cancellation stated in the notice .shall become the end of the policy period. Delivery of such written notice either by the named insured or by EASI Insurance Services shall be equivalent to mailing. If the named insured cancels, earned premium shall be computed in accordance with the customary short rate table and procedure. If EASI Insurance Services cancels, earned premium shall be computed pro rata. In either event the minimum premium stated in the declarations shall be adjusted short rate or pro rata, as the case may be. However, in the event of cancellation or termination of the underlying insurance, this policy shall cease to apply at the same time without notice to the insured. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. EXCLUSIONS 1. This policy does not apply to liability for any fines, penalties or punitive damages. 2. This policy does not apply: Under any Coverage, to injury, sickness, disease, death or destruction; (a) with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof. or (2) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof with any person or organization. 3. Under any Liability Coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if; (a) the nuclear material (1) is at any nuclear facility owned by, or .operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom, (b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. As used in Exclusions 2 and 3: "hazardous properties" include.radioactive, toxic or explosive properties; "nudear material" means source material, special nuclear material or byproduct material; "source material," "special nudear material/' and "byproduct material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "waste" means any waste material (1) containing byproduct material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or lb) thereof; "nudear facility" means (a) any nuclear reactor, (bl any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is ~ located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises Used for such operations; "nudear reactor" means any apparatus destined or used to sustain nudear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property. FORM 800 6/78 (Final Page) BON - 02956 Gibraltar Policy No,,* 6MU 00120 Casualty Company EXCLUSION OF AN INSURED ENDORSEMENT This endorsement-modifies such insurance as is afforded by the policy relating to certain insureds as .follows: It is understood and agreed the entities listed below are not insureds under this policy and this policy shall not apply to said entities as insureds. Any provision, condition or agreement in the policy which provides coverage for said entities as insureds is null and void. ENTITIES EXCLUDED: MAMECO EUROPE, S.A. MAMECO INTERNATIONAL INC It is understood and agreed that this policy is hereby amended as indicated. All other terms and conditions remain unchanged. Name Of Insured- RPM InC.--Stal Endorsement: Producer: Northern Ohio E & S Agency, Inc. Effective Date: 5-31-83 7-18-83 cc Drvden & Company., Inc.- GCC 3 (Ed. 7-781 ORIGINAL Authorized Signature BON - 02957